AMENDMENT TO RETENTION AGREEMENT
This Amendment dated as of November __, 1998 (this "Amendment") to
Retention Agreement dated as of October 15, 1998 (the "Retention Agreement") is
entered into between Marquette Medical Systems, Inc., a Wisconsin corporation
(the "Company"), and __________________ (the "Executive"). Capitalized terms not
defined herein shall have the respective meanings set forth in the Retention
Agreement.
WHEREAS, the Company and the Executive desire to amend the Retention
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants in this Amendment,
the parties hereby agree as follows:
The first sentence of Section 3.3 of the Retention Agreement is hereby
amended to read in its entirety as follows:
"If the employment of the Executive is terminated by the Company without
Cause or due to death or Disability at any time following the Effective
Time and prior to the First Anniversary Date (i) each Substitute Option
held by the Executive on the date of such termination of employment that is
then exercisable shall continue to be exercisable for 90 days following the
date of such termination of employment and shall expire at the close of
business on the 90th day following such termination of employment to the
extent not exercised and (ii) each Substitute Option held by the Executive
on the date of such termination of employment that is not then exercisable
shall remain outstanding and shall continue to become exercisable in
accordance with its original vesting schedule and if such Substitute Option
shall become exercisable prior to the First Anniversary Date, such
Substitute Option shall continue to be exercisable for 90 days following
the date on which it shall have become exercisable and shall expire at the
close of business on the 90th day following the date on which it shall have
become exercisable; provided, however, that each Substitute Option that is
not exercisable on the First Anniversary Date shall become fully
exercisable on the First Anniversary Date and continue to be exercisable
for 90 days following the First Anniversary Date and shall expire at the
close of business on the 90th day following the First Anniversary Date to
the extent not exercised. Notwithstanding the foregoing sentence,
following such termination of employment after the Effective Time and prior
to the First Anniversary Date, the Executive may deliver a written notice
to the Company requesting that the Company accelerate the exercisability of
all or
part of the Substitute Options that are then unexercisable, which notice
shall describe in reasonable detail the circumstances upon which such
request is based and be accompanied by a completed notice of option
exercise in the form provided for in the Company Stock Option Plan with
respect to the number of shares covered by such notice (the "Acceleration
Request"). The Company shall notify the Executive in writing whether it
has consented to such request (which consent shall not be unreasonably
withheld or delayed) in light of the circumstances described in such
request. If the Company consents to such request, such Substitute Options
shall be deemed to have been exercised as of the date set forth on such
written consent in the manner described in the Acceleration Request with
respect to the number of shares covered by such Acceleration Request."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
By: __________________________
Name:
Title:
EXECUTIVE
_______________________________
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