exv10w18




Exhibit
10.18









FORM OF 2009 COMPENSATION INCENTIVE PLAN

VICE PRESIDENT, INTERNATIONAL SALES



Your base salary for 2009 will be adjusted to £248,568, effective March 31, 2009.



Your 2009 bonus compensation will consist of participation in the broader Management Incentive
Program (MIP) per guidelines of Program (targeted at 10% of your base salary if the Company makes
its budgeted pre-tax income target) and the individualized incentive plan as described herein.



One component of your 2009 individualized incentive will be based on the 2009 revenue and gross
profit relating to the International sales channel, excluding revenues generated by selling
products to Nihon Kohden (AED & monitoring) and GE Medical, as internally reported (referred to as
“primary sales”).



The 2009 primary sales and related gross profit targets have been established by the CEO and
approved by the board of directors of the Company.



As the following tables indicate, at 95% of both the sales and gross profit dollar targets you will
be eligible for incentive pay of 2.5% of your base salary at December 31, 2009 for each. At
between 96% and 100% of the respective targets, the incentive pay percentage shall increase from
2.5% by an additional 1% for each additional 1% of achievement up to 7.5% for each target. If
gross profit exceeds 100% of target, you will receive another 1.0% of your base salary for each
percentage point by which gross profit exceeds target. The total targeted bonus can not exceed 100%
of the current base salary.




	 	 	 	 	 	 	 
	Current	 	% of	 	 	 	 
	Base Salary	 	Target	 	Sales Bonus	 	Gross Profit Bonus
	£248,568
	 	95%
	 	2.5% of Base Salary
	 	2.5% of Base Salary
	 
	 	96%
	 	3.5% of Base Salary
	 	3.5% of Base Salary
	 
	 	97%
	 	4.5% of Base Salary
	 	4.5% of Base Salary
	 
	 	98%
	 	5.5% of Base Salary
	 	5.5% of Base Salary
	 
	 	99%
	 	6.5% of Base Salary
	 	6.5% of Base Salary
	 
	 	100%
	 	7.5% of Base Salary
	 	7.5% of Base Salary
	 
	 	101+%
	 	 	 	+1.0% for each 1% over 100%





Another component of your individualized incentive will be based on gross profit relating to
defibrillation products sold to Nihon Kohden and GE (outside of the United States). You will
receive a bonus of 5% of your salary if the Company achieves 100% of the budgeted gross profit
resulting from combined sales to GE and Nihon Kohden (including both defibrillation and cardiac
monitoring products). In addition, you will receive an additional 1% of your salary




 









 







for each percentage point by which actual gross profit resulting from sales to GE and Nihon Kohden
exceed 100% of budget.



Any bonus amounts payable in accordance with the terms of this letter which is determined as a
percentage of your salary will be calculated in GBP, based on your salary as stated in GBP. The
bonus amount that will be determined based on gross profit from sales to Nihon Kohden and GE will
be calculated in US$ and then converted into GBP at a rate of £1.47 to US $1.0.



The total bonus, if any, will be paid no later than 30-days following the conclusion of the audit
of the financial statements for the year ending December 31, 2009 and their filing with the SEC,
but no later than March 15, 2010.



Separation of employment, by resignation or termination, prior to March 15, 2010 will result in the
forfeiture of the sales incentive payment. The Incentive Plan and the award of incentive pay is at
the absolute discretion of the board of directors, and the company reserves the right to modify,
amend or cancel the Incentive Plan with or without notice to the Executive.



The Incentive Plan is not intended to create any contractual rights or agreement between the
employee and the Company, and as such does not modify, amend or supersede the nature of employment
with the company.



Please sign as acceptance and return one copy to Barbara Thompson, Vice President, Human Resources,
and retain the other copy for your personal files.




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Dave Marver	 	 	 	Kurt Lemvigh	 	 
	Executive Vice President,	 	 	 	Vice President, International	 	 
	Chief Operations Officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	Dated: