Exhibit 10.39 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment No.1"), dated as of July 30, 1999, amending that certain Rights Agreement, dated as of June 28, 1996 (the "Original Rights Agreement" and as...Rights Agreement • November 15th, 1999 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
CONFORMED COPY -------------- AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 14th, 1997 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.38 SEPARATION AGREEMENT AND COMPLETE RELEASE WHEREAS, RESPIRONICS, INC. (hereinafter referred to as "RI") employed Dennis S. Meteny (hereinafter referred to as "Meteny") pursuant to an employment agreement dated as of December 1, 1994 (the...Separation Agreement • November 15th, 1999 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.16 AMENDED AND RESTATED -------------------- EMPLOYMENT AGREEMENT -------------------- (Steven P. Fulton) THIS AGREEMENT, made as of September 1, 2000, by and between RESPIRONICS, INC., a Delaware corporation (the "Company"), and STEVEN P....Employment Agreement • September 28th, 2001 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
ii) Consolidated Indebtedness of the Borrower and its Subsidiaries existing on the Closing Date (exclusive of obligations under Recourse Repurchase Agreements) to remain outstanding and unpaid after the Closing Date and listed on Schedule 5.1 and any...Credit Agreement • November 13th, 2000 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
WITNESSETH:Credit Agreement • February 16th, 1999 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.18 AMENDED AND RESTATED -------------------- EMPLOYMENT AGREEMENT -------------------- (Daniel J. Bevevino) THIS AGREEMENT, made as of September 1, 2000, by and between RESPIRONICS, INC., a Delaware corporation (the "Company"), and DANIEL...Employment Agreement • September 28th, 2001 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Common StockUnderwriting Agreement • February 22nd, 1996 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
By and AmongCredit Agreement • May 15th, 1998 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.35 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT, made as of November 10, 1997, by and between RESPIRONICS, INC., a Delaware corporation (the "Company"), Healthdyne Technologies, Inc., a Georgia Corporation ("Healthdyne") and...Employment Agreement • September 28th, 1998 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
ARTICLE I EMPLOYMENT ----------Employment Agreement • September 29th, 1997 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 2.2 AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF REORGANIZATION ---------------------------------------------------------- THIS AMENDMENT NUMBER 1, dated as of December , 1997 (the "Amendment"), by and among Respironics, Inc., a Delaware...Agreement and Plan of Reorganization • January 5th, 1998 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
WITNESSETH:Credit Agreement • February 16th, 1999 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
RECITALS --------Employment Agreement • November 13th, 2000 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
RECITALS --------Employment Agreement • November 13th, 2000 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
RECITALS --------Employment Agreement • September 28th, 2000 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
BetweenCredit Agreement • May 15th, 1997 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.43 $150,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENTRevolving Credit Facility • November 15th, 2002 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Exhibit 10.46 ****CONFIDENTIAL**** R. Crouch Separation Agreement and Complete Release CONFIDENTIAL SEPARATION AGREEMENT AND COMPLETE RELEASE WHEREAS, RESPIRONICS, INC. (hereinafter referred to as "RI") employed Robert D. Crouch (hereinafter referred...Separation Agreement • February 14th, 2001 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
AMENDED AND RESTATED EMPLOYMENT AGREEMENT DEREK SMITHEmployment Agreement • August 29th, 2007 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
THIS AGREEMENT, made as of August 29, 2007 by and between RESPIRONICS, INC., a Delaware corporation (the “Company”), and Derek Smith (“Executive”).
Exhibit 10.23 AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTS BETWEEN RESPIRONICS, INC. AND CRAIG B REYNOLDS This Amendment No. 1, dated as of February 11, 1998, by and between Respironics, Inc. and Craig B. Reynolds ("Executive"). WHEREAS, the parties...Employment Agreement • September 28th, 2000 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
EMPLOYMENT AGREEMENT Derek SmithEmployment Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
THIS AGREEMENT, made as of August 1, 2005 by and between RESPIRONICS, INC., a Delaware corporation (the “Company”), and Derek Smith (“Executive”).
ARTICLE III EXECUTIVE'S REPRESENTATIONS AND WARRANTIES ------------------------------------------Supplemental Employment Agreement • September 28th, 1998 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Respironics, Inc. 1010 Murry Ridge Lane Murrysville, PA 15668Employment Agreement • January 3rd, 2008 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
Reference is made to (i) the Amended and Restated Employment Agreement (the “Existing Employment Agreement”), dated August 29, 2007 by and between Respironics, Inc. (the “Company”) and Donald Spence (the “Executive”), (ii) the Agreement and Plan of Merger, dated as of December 20, 2007 (the “Merger Agreement”), by and among the Company, Philips Holding USA Inc. (“Parent”) and Moonlight Merger Sub and (iii) the Employment Agreement, dated December 20, 2007, by and between Parent and the Executive (the “New Employment Agreement”). Capitalized terms used in this letter agreement (“Letter Agreement”) that are not otherwise defined shall have the meanings ascribed to such terms under the Merger Agreement. This Letter Agreement shall constitute an amendment to the Existing Employment Agreement.
GUARANTEE BY KONINKLIJKE PHILIPS ELECTRONICS N.V.Guarantee Agreement • December 27th, 2007 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
Koninklijke Philips Electronics N.V., a corporation organized under the laws of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to Respironics, Inc., a Delaware corporation, the full and timely performance by Philips Holding USA Inc., a Delaware corporation, and Moonlight Merger Sub, Inc., a Delaware corporation (collectively, the “Philips Companies”), of their respective obligations under the Agreement and Plan of Merger, by and among the Philips Companies and Respironics, Inc., dated as of the date hereof, as it may be amended, modified, supplemented, or waived (the “Merger Agreement”), and agrees to take all actions which apply to affiliates of the Philips Companies under the Merger Agreement. Without limiting the foregoing, Guarantor shall comply with the provisions of Sections 6.1(c), 6.6 and 6.8 of the Merger Agreement as though it were Parent under the Merger Agreement. Sections 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10 and 9.11 of the Merger A
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • February 9th, 2006 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, is made as of May 9th, 2005 (“Amendment No. 2”), between RESPIRONICS, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC (formerly known as CHASEMELLON SHAREHOLDER SERVICES, L.L.C.), a New Jersey limited liability company (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement.
Re: Respironics, Inc. 2007 Employee Stock Purchase Plan (“2007 ESPP”) andEmployee Stock Purchase Plan • January 10th, 2008 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
As announced on December 21, 2007, Respironics has entered into an agreement to be acquired by a subsidiary of Koninklijke Philips Electronics N.V. (“Philips”). Following the acquisition, 100% of the stock of Respironics will be owned by Philips. This letter contains information about your participation in the 2007 ESPP and alerts you to upcoming mailings you will receive if you own Respironics shares from the 2007 ESPP or 2002 ESPP.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2006 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
This Fifth Amendment to Credit Agreement is dated this 9th day of June, 2006, by and among Respironics, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit Agreement), PNC Bank, National Association, in its capacity as agent for the Banks (hereinafter referred to in such capacity as the “Agent”), and Citizens Bank of Pennsylvania and Bank of America, N.A., successor by merger to Fleet National Bank, in their capacity as documentation agents for the Banks (hereinafter collectively referred to as the “Documentation Agents”) (“Fifth Amendment”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2008 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
THIS AGREEMENT (the “Agreement”), made as of November 13, 2007, by and between RESPIRONICS, INC., a Delaware corporation (the “Company”) and Craig Reynolds (“Executive”). If future benefits provided to Executive Vice Presidents, Senior Vice Presidents or the President (other than base salary) become more favorable than those contained herein, Executive will receive the benefit of those changes.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2004 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of the 31st day of March, 2004 by and between RESPIRONICS, INC. (the “Company”) and GERALD E. McGINNIS (the “Chairman”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2004 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
This Third Amendment to Credit Agreement is dated this 3rd day of September, 2004, by and among Respironics, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit Agreement), PNC Bank, National Association, in its capacity as agent for the Banks (hereinafter referred to in such capacity as the “Agent”), and Citizens Bank of Pennsylvania and Fleet National Bank, a Bank of America company, in their capacity as documentation agents for the Banks (hereinafter collectively referred to as the “Documentation Agents”) (“Third Amendment”).
CONFIDENTIAL**** William J. Post Separation Agreement and Complete Release CONFIDENTIAL SEPARATION AGREEMENT AND COMPLETE RELEASESeparation Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
WHEREAS, RESPIRONICS, INC. (hereinafter referred to as “RI”) employs William J. Post (hereinafter referred to as “Separating Employee”) pursuant to an Employment Agreement dated October 8, 2001, as amended effective October 21, 2002 (the “Employment Agreement”);
James W. Liken)Employment Agreement • November 15th, 2002 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • June 9th, 2006 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 3 TO RIGHTS AGREEMENT, is made as of June 7, 2006 (“Amendment No. 3”), between RESPIRONICS, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC (formerly known as CHASEMELLON SHAREHOLDER SERVICES, L.L.C.), a New Jersey limited liability company (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2005 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
This Fourth Amendment to Credit Agreement is dated this 30th day of June, 2005, by and among Respironics, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit Agreement), PNC Bank, National Association, in its capacity as agent for the Banks (hereinafter referred to in such capacity as the “Agent”), and Citizens Bank of Pennsylvania and Fleet National Bank, a Bank of America company, in their capacity as documentation agents for the Banks (hereinafter collectively referred to as the “Documentation Agents”) (“Fourth Amendment”).
