AMENDMENT TO EMPLOYMENT AGREEMENT
THIS IS AN AMENDMENT, dated November 16, 1998, to an Employment Agreement
dated October 1, 1998 (the "Agreement") by and between CRITICARE SYSTEMS, INC.,
a Delaware corporation ("Criticare"), and XXXXXX XXXXXX ("Employee").
AGREEMENT
1. The Agreement is hereby amended by adding the following provisions:
Arbitration. Any controversy or claims arising out of or relating to this
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Agreement in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in Waukesha County, Wisconsin, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. If the parties cannot agree on the choice of a single arbitrator
within 15 days after receipt of a notice of arbitration, then the parties shall
contact the chairperson of the Alternative Dispute Resolution section of the
Wisconsin Bar, who shall select an independent arbitrator, and the arbitration
shall be decided by such independent arbitrator. Each of the parties reserves
the right to file with a court of competent jurisdiction an application for
temporary or preliminary injunctive relief or a temporary protective order on
the grounds that the arbitration award to which the applicant may be entitled
may be rendered effective in the absence of such relief. The arbitration award
shall be in writing, and shall specify the factual and legal bases for the
award. The losing party shall pay all costs and expenses associated with the
arbitration proceeding.
2. The Agreement is further amended by adding the following provision:
"In the event Employee is terminated without Cause or in the event of a Change
in Control of the Company as those terms are defined in the Agreement, stock
options held by Employee shall become immediately exercisable without regard to
vesting and/or applicable benchmarks. In the event of a sale or exchange of
assets or stock anticipated to constitute a Change in Control, the Company
agrees that it shall make provisions for the conversion or exchange of shares to
be received upon the exercise of such options for the consideration to be
received by stockholders of the Company generally; provided, however, that
Employee may be required to provide to the Company an irrevocable notice of
exercise a reasonable period of time prior to the actual closing date to
facilitate such exchange.
3. The Agreement in all other respects is not amended but remains
unchanged and the parties thereto continue to be legally bound by the provisions
thereof as amended hereby.
CRITICARE SYSTEMS, INC.
BY /s/ Xxxxxx X. Xxxxxxxxxx
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Its Vice President - Finance
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/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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