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        Exhibit 10.10


 
 

VIASYS HEALTHCARE INC.
  
    AMENDED AND RESTATED
  EXECUTIVE RETENTION AGREEMENT    
  



        THIS AGREEMENT by and between VIASYS Healthcare Inc., a Delaware corporation (the "Company"), and Mr. Randy H. Thurman (the "Executive") made and
entered into as of April 16, 2001 (the "Effective Date") is hereby amended and restated as of November 19, 2002 in the form set forth below. 


        WHEREAS,
the Company and the Executive have entered into an employment agreement (the "Employment Agreement") as of April 2, 2001, as amended on September 24, 2001 and
November 19, 2002; 


        WHEREAS,
the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such
possibility, and the uncertainty and questions that it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders;
and 


        WHEREAS,
the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of
the Company's Chief Executive Officer without distraction from the possibility of a change in control of the Company and related events and circumstances. 


        NOW,
THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth
in this Agreement in the event the Executive's employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined in Section 1.1). 


1.    KEY DEFINITIONS.  


        As
used herein, the following terms shall have the following respective meanings: 


        1.1  "CHANGE
IN CONTROL" means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): 



        (a)  the
acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) forty percent (40%) or more of either (i) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock"), or
(ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: 



          (i)  any
acquisition by the Company, 


        (ii)  any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or 



        (iii)  any
acquisition by any corporation pursuant to a transaction that complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; 




        (b)  the
Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the
Company), where the term "Continuing Director" means at any date a member of the Board (i) who was a member of 






 


the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at
the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination
or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; 



        (c)  the
consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company in one or a series of transactions (a "Business Combination"), unless, immediately following such Business Combination, each of the following two
conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one
or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee
benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, forty percent (40%) or more of the then outstanding
shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of
directors; or 


        (d)  approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company. 




        1.2  "CHANGE
IN CONTROL DATE" means the first date during the Term (as defined in Section 2) on which a Change in Control occurs. 


        1.3  "CAUSE"
shall have the meaning set forth at Section 1(d) of the Employment Agreement. 


        1.4  "GOOD
REASON" means the occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through
(g) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the
Notice of Termination (each as defined in Section 3.2(a)) given by the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been reasonably
compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the
Executive). 



        (a)  The
assignment to the Executive of duties inconsistent in any material respect with the Executive's position (including status, offices, the title of Chairman or Chief
Executive Officer and reporting requirements), authority or responsibilities in effect immediately prior to the earliest to occur of (A) the Change in Control Date, (B) the date of the
execution by the Company of the initial written agreement or instrument providing for the Change in Control or (C) the date of the adoption by the Board of Directors of a resolution providing
for the Change in Control (with the 



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earliest to occur of such dates referred to herein as the "Measurement Date") or (ii) a material diminution in such position, authority or responsibilities; 


        (b)  a
reduction in the Executive's aggregate compensation (base salary and long-term and short-term cash incentive compensation) or aggregate
benefits as in effect on the Measurement Date or as the same was or may be increased thereafter from time to time; 


        (c)  the
failure by the Company to (i) continue in effect any material compensation or benefit plan or program (including without limitation any life insurance,
medical, health and accident or disability plan and any vacation or automobile program or policy) (a "Benefit Plan") in which the Executive participates or which is applicable to the Executive
immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program,
(ii) continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis existing immediately prior to the
Measurement Date, (iii) award cash bonuses to the Executive in amounts and in a manner substantially consistent with past practice in light of the Company's financial performance or
(iv) continue to provide any material fringe benefit enjoyed by Executive immediately prior to the Measurement Date; 



        (d)  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 prior to the Change of Control; 


        (e)  the
failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by Section 6.1; 



        (f)    a
purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3.2(a); or 


        (g)  any
failure of the Company to pay or provide to the Executive any portion of the Executive's compensation or benefits then due under any Benefit Plan within seven days
of the date of receipt by the Company of notice that such compensation or benefits are due, or any material breach by the Company of this Agreement or any employment agreement with the Executive. 




        The
Executive's right to terminate his employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. 


        1.5  "DISABILITY"
shall have the meaning set forth in Section 1(g) of the Employment Agreement. 


2.    TERM OF AGREEMENT.  


        2.1    LENGTH OF AGREEMENT.    This Agreement, and all rights and obligations of the parties hereunder, shall take
effect upon the Effective Date and shall expire upon the first to occur of (a) the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term,
(b) the date that is eighteen (18) months after the Change in Control Date, if the Executive is still employed by the Company as of such later date, or (c) the fulfillment by the
Company of all of its obligations under Sections 4 and 5.2 if the Executive's employment with the Company terminates within (i) eighteen (18) months following or (ii) six
(6) months before the Change in Control Date and it is reasonably demonstrated by the Executive that such termination of employment (A) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (B) otherwise arose in connection with or in anticipation of a Change of Control. 


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        2.2    TERM.    "Term" shall mean the period commencing as of the Effective Date and continuing in effect through the
date that is six (6) months following the last day of the "Term of Employment" including any extension thereto, as defined in the Employment Agreement. 


3.    EMPLOYMENT STATUS; TERMINATION FOLLOWING CHANGE IN CONTROL.  


        3.1    NOT AN EMPLOYMENT CONTRACT.    The Executive acknowledges that this Agreement does not
constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at
any time; provided, however, that the parties acknowledge that the Executive's terms and conditions of employment are to be governed by the Employment Agreement. 



        3.2    TERMINATION OF EMPLOYMENT.    



        (a)  If
the Change in Control Date occurs during the Term, any termination of the Executive's employment by the Company or by the Executive within (i) eighteen
(18) months following or (ii) six (6) months prior to the Change in Control Date, where it is reasonably demonstrated by the Executive that such termination of employment
(A) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (B) otherwise arose in connection with or in anticipation of a Change
of Control (other than due to the death of the Executive), shall be communicated by a written notice to the other party hereto (the "Notice of Termination"), given in accordance with Section 7.
Any Notice of Termination shall: (i) indicate the specific termination provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable,
set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) specify the Date
of Termination (as defined below). The effective date of an employment termination (the "Date of Termination") shall be the close of business on the date specified in the Notice of Termination (which
date may not be less than fifteen (15) days or more than one hundred and twenty (120) days after the date of delivery of such Notice of Termination), in the case of a termination other
than one due to the Executive's death, or the date of the Executive's death, as the case may be. In the event the Company fails to satisfy the requirements of Section 3.2(a) regarding a Notice
of Termination, the purported termination of the Executive's employment pursuant to such Notice of Termination shall not be effective for purposes of this Agreement. 


        (b)  The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which 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 fact or circumstance in enforcing the
Executive's or the Company's rights hereunder. 


        (c)  Any
Notice of Termination for Cause given by the Company must be given within ninety (90) days of the occurrence of the event(s) or circumstance(s) which
constitute(s) Cause. Prior to any Notice of
Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board of Directors of the Company at which he may,
at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than thirty (30) days prior written notice to
the Executive stating the Board of Directors' intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board of Directors believes
constitutes Cause for termination and fully complies with the provisions of Section 1.3 



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        (d)  Any
Notice of Termination for Good Reason given by the Executive must be given within thirty (30) days of the occurrence of the event(s) or circumstance(s) which
constitute(s) Good Reason. 




4.    BENEFITS TO EXECUTIVE.  


        4.1    STOCK ACCELERATION.    If the Change in Control Date occurs during the Term, then, effective upon the
termination of the Executive (except as otherwise provided in Section 4.2(c) below, other than for Cause) following the Change in Control Date, (a) each outstanding option to purchase
shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and will no longer be subject to a right of repurchase by the Company and (b) each
outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to a right of repurchase by the Company. 


        4.2    COMPENSATION.    If the Change in Control Date occurs during the Term and the Executive's employment with the
Company terminates within (a) eighteen (18) months following the Change in Control Date or (b) within six (6) months prior to the Change of Control Date and it is
reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or in anticipation of a Change of Control, the Executive shall be entitled to the following benefits: 



        (a)  TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or
by the Executive for Good Reason within (i) eighteen (18) months following or (ii) six (6) months prior to the Change in Control Date, and it is reasonably demonstrated by
the Executive that such termination of employment (A) was at the request of a third party who has taken steps reasonably calculated to effect
a Change of Control or (B) otherwise arose in connection with or in anticipation of a Change of Control, then the Executive shall be entitled to the following benefits: 



          (i)  the
Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: 



        (1)  the
sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any
bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal
year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or
earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as
the "Accrued Obligations"); and 


        (2)  an
amount equal to (A) three multiplied by (B) the sum of (x) the Executive's highest annual base salary in any twelve-month period (on a rolling
basis) during the five-year period prior to the Change in Control Date and (y) the Executive's highest annual bonus in any twelve-month period (on a rolling basis) during the
five-year period prior to the Change in Control Date. 





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        (ii)  for
three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company
shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in
accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits
(e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required
to provide those particular benefits to the Executive and his family. 


        (iii)  to
the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided
or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated
companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and 


        (iv)  for
purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the
Executive shall be considered to have remained employed by the Company until three years after the Date of Termination. 




        (b)  RESIGNATION
WITHOUT GOOD REASON; TERMINATION FOR DEATH OR DISABILITY. If the Executive voluntarily terminates his or her employment with the Company within eighteen
(18) months following or six (6) months prior to the Change in Control Date in connection with the Change of Control, excluding a termination for Good Reason, or if the Executive's
employment with the Company is terminated by reason of the Executive's death or Disability within eighteen (18) months following or six (6) months prior to the Change in Control Date,
then the Company shall pay the Executive (or the Executive's estate, if applicable), in (i) a lump sum in cash within thirty (30) days after the Date of Termination, the Accrued
Obligations and (ii) timely pay or provide to the Executive the Other Benefits. In addition, in the event of a termination due to death or Disability, within eighteen (18) months
following or six (6) months prior to a Change in Control Date, the Company shall pay the Executive an amount equal to two times the Executive's then current base salary 



        (c)  TERMINATION
FOR CAUSE. If the Company terminates the Executive's employment with the Company for Cause within eighteen (18) months following or six
(6) months prior to the Change in Control Date at the request or the acquirer or otherwise in connection with the Change of Control, then the Company shall (i) pay the Executive, in a
lump sum in cash within thirty (30) days after the Date of Termination, the sum of (A) the Executive's annual base salary through the Date of Termination and (B) the amount of any
compensation previously deferred by the Executive, in each case to the extent not previously paid, and (ii) timely pay or provide to the Executive the Other Benefits. In addition, each vested
option to purchase shares of Common Stock of the Company held by the Executive as of the date of termination shall remain vested and exercisable for a period of at least ninety (90) days after
the Date of Termination. 




        4.3    TAXES.    In the event that the Company undergoes a "Change in Ownership or Control" (as defined below), and
thereafter, the Executive becomes eligible to receive "Contingent Compensation Payments" (as defined below) the Company shall, as soon as administratively feasible after the Executive becomes so
eligible determine and notify the Executive (with reasonable detail regarding the 


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basis for its determinations) (i) which of the payments or benefits due to the Executive following such Change in Ownership or Control constitute Contingent Compensation Payments,
(ii) the amount, if any, of the excise tax (the "Excise Tax") payable pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), by the Executive with
respect to such Contingent Compensation Payment and (iii) the amount of the "Gross-Up Payment" (as defined below) due to the Executive with respect to such Contingent Compensation
Payment. Within thirty (30) days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the "Executive Response") stating either (A) that
the Executive agrees with the Company's determination pursuant to the preceding sentence or (B) that the Executive disagrees with such determination, in which case the Executive shall indicate
which payment and/or benefits should be characterized as a Contingent Compensation Payment, the amount of the Excise Tax with respect to such Contingent Compensation Payment and the amount of the
Gross-Up Payment due to the Executive with respect to such Contingent Compensation Payment. If the Executive states in the Executive Response that the Executive agrees with the Company's
determination, the Company shall make the Gross-Up Payment to the Executive within three business days following delivery to the Company of the Executive Response. If the Executive states
in the Executive Response that the Executive disagrees with the Company's determination, then, for a period of fifteen (15) days following delivery of the Executive Response, the Executive and
the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such fifteen (15) day period, such dispute shall be settled exclusively by arbitration
in Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
The Company shall, within three business days following delivery to the Company of the Executive Response, make to the Executive those Gross-Up Payments as to which there is no dispute
between the Company and the Executive regarding whether they should be made. The balance of the Gross-Up Payments shall be made within three business days following the resolution of such
dispute. The amount of any payments to be made to the Executive following the resolution of such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate
announced from time to time by The Wall Street Journal compounded monthly from the date that such payments originally were due. In the event that the Executive fails to deliver an Executive Response
on or before the required date, the Company's initial determination shall be final. 


        For
purposes of this Section 4.3, the following terms shall have the following respective meanings: 



        (a)  "Change
in Ownership or Control" shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of
the Company determined in accordance with Section 280G(b)(2) of the Code. 


        (b)  "Contingent
Compensation Payment" shall mean any payment (or benefit) in the nature of compensation that is made or supplied to a "disqualified individual" (as defined
in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company. 



        (c)  "Gross-Up
Payment" shall mean an amount equal to the sum of (i) the amount of the Excise Tax payable with respect to a Contingent Compensation Payment
and (ii) the amount necessary to pay all additional taxes imposed on (or economically borne by) the Executive (including the Excise Taxes, state and federal income taxes and all applicable
withholding taxes) attributable to the receipt of such Gross-Up Payment. For purposes of the preceding sentence, all taxes attributable to the receipt of the Gross-Up Payment
shall be computed assuming the application of the maximum tax rates provided by law. 




        4.4    OUTPLACEMENT SERVICES.    In the event the Executive is terminated by the Company (other than for Cause,
Disability or Death), or the Executive terminates employment for Good Reason, within (a) eighteen (18) months following or (b) six (6) months prior to the Change in Control
Date 


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and it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of
Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, 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 (A) twelve (12) months following the termination of Executive's employment or
(B) the date the Executive secures full time employment. 


        4.5    MITIGATION.    The Executive shall not be required to mitigate the amount of any payment or benefits provided
for in this Section 4 by seeking other employment or otherwise. Further, except as provided in Section 4.2(a)(ii), the amount of any payment or benefits provided for in this
Section 4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed
by the Executive to the Company or otherwise. 


5.    DISPUTES.  


        5.1    SETTLEMENT OF DISPUTES; ARBITRATION.    All claims by the Executive for benefits under this Agreement shall be
directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the
Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to
the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration in
Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. 


        5.2    EXPENSES.    The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting
and other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the
validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount
of any payment or benefits pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. 


6.    SUCCESSORS.  



        6.1    SUCCESSOR TO COMPANY.    The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a
breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined above and any successor to its business or assets as aforesaid which
assumes and agrees to perform this Agreement, by operation of law or otherwise. 


        6.2    SUCCESSOR TO EXECUTIVE.    This Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the
Executive or the Executive's family hereunder if the Executive had continued to live, all 


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such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate. 


7.    NOTICE.    All notices, instructions and other communications given hereunder or in connection herewith shall be in writing.
Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide overnight courier service, in each case addressed to the Company, at 227 Washington Street, Suite 200, Conshohocken, PA 19428 and to the Executive at the Executive's principal residence as
currently reflected on the Company's records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice,
instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day
after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice,
instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended. 


8.    MISCELLANEOUS.  


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



        8.2    INJUNCTIVE RELIEF.    The Company and the Executive agree that any breach of this Agreement by the Company is
likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the
right to specific performance and injunctive relief. 


        8.3    GOVERNING LAW.    The validity, interpretation, construction and performance of this Agreement shall be
governed by the internal laws of the State of Delaware, without regard to conflicts of law principles. 



        8.4    WAIVERS.    No waiver by the Executive at any time of any breach of, or compliance with, any provision of this
Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time. 


        8.5    COUNTERPARTS.    This Agreement may be executed in counterparts, each of which shall be deemed to be an
original but both of which together shall constitute one and the same instrument. 



        8.6    TAX WITHHOLDING.    Any payments provided for hereunder shall be paid net of any applicable tax withholding
required under federal, state or local law. 


        8.7    ENTIRE AGREEMENT.    This Agreement sets forth the entire agreement of the parties hereto in respect of the
subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled. 


        8.8    AMENDMENTS.    This Agreement may be amended or modified only by a written instrument executed by both the
Company and the Executive. 


[Remainder
of Page Intentionally Left Blank] 


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



	 	 	VIASYS HEALTHCARE INC.
	        	 	 	 	 
	        	 	 	 	 
	        	 	By:	 	

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

	 	 	Randy H. Thurman




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VIASYS HEALTHCARE INC. AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT