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EXHIBIT 10.14
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AMENDMENT
This is an Amendment, dated February 20, 1997, to an Employment Agreement
dated November 24, 1993 (the "Agreement"), by and between CRITICARE SYSTEMS,
INC., a Delaware corporation (the "Corporation"), and XXXXXXX X. XXXXXXX ("Xx.
Xxxxxxx").
1. The Agreement is hereby amended to add a new section 6(c) to read in
its entirety:
(c) Termination Following a Change in Control. "Change in
Control" shall mean a sale or other transfer not in the ordinary course of
business of all or substantially all of the Corporation's assets or a
transaction, or series of related transactions, the effect of which is to cause
more than 50% of the Corporation's issued and outstanding voting capital stock
to be beneficially owned by one person or entity or a group of related or
affiliated persons or entities. Notwithstanding any of the other provisions of
this section 6, after 3 months following a Change in Control, if Xx.
Xxxxxxx'x employment terminates for any reason, whether such termination is
initiated by Xx. Xxxxxxx or the Corporation (and regardless of the existence or
lack of Cause), Xx. Xxxxxxx (or if Xx. Xxxxxxx dies, his heirs or
beneficiaries) will be entitled to receive and the Corporation will pay and
provide his then Base Salary and the fringe benefits described in sections
5(b), 5(c) and 5(e), at the levels then in effect, for a period of one year
after the date of such termination and the group insurance described in section
5(a) until he reaches age 65.
2. The Agreement in all other respects is not amended but remains
unchanged and the parties thereto continue to be legally bound by the
Agreement, as amended hereby.
CRITICARE SYSTEMS, INC.
/s/ Xxxxxxx X. Von der Ruhr
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Xxxxxxx X. Von der Ruhr, President
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
