Exhibit 10.43
AMENDMENT TO EMPLOYMENT AGREEMENT
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This Amendment to Employment Agreement (the "Amendment") is made and
entered into as of the 8th day of August, 2000 between Xxxxx X. Xxxxxxxx, an
individual residing at 0000 Xxxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx 00000 (the
"Executive"), and Respironics, Inc., a Delaware corporation with its principal
place of business at 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000
(the "Company").
RECITALS
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A. The Company and Executive are parties to that certain Employment
Agreement made as of November 11, 1997 (as previously amended on February 11,
1998 and June 29, 2000, the "Employment Agreement").
B. The Company and Executive desire to further amend certain
provisions of the Employment Agreement, as set forth herein.
NOW THEREFORE, intended to be legally bound, the Company and Executive
agree as follows:
1. Amendment to Section 2.04(b). Section 2.04(b) of the Employment
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Agreement is hereby amended by deleting the term "31 months" in each of the
first and second sentences thereof and replacing it with "31 months and 5 days",
it being the intention of the parties that Executive shall have until on or
before August 16, 2000 to give notice to the Company pursuant to Section 2.04(b)
of the Employment Agreement of Executive's intent to terminate the Employment
Agreement and receive the benefits set forth in Section 2.04(b).
2. Miscellaneous. The parties agree that the execution of this
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Amendment and the matters contemplated hereby and by the prior amendments to the
Employment Agreement were mutually agreed upon and do not and did not trigger
any termination rights or compensation provision in the Employment Agreement,
including without limitation any right for Executive to terminate the Employment
Agreement pursuant to Section 2.04(a) thereof and receive the payments
contemplated thereby. Except as amended hereby, the Employment Agreement is
hereby ratified and confirmed in all respects. This Amendment shall be governed
by and construed in accordance with laws of the Commonwealth of Pennsylvania.
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Any dispute concerning this Amendment shall be subject to the arbitration
provisions set forth in Section 6.05 of the Employment Agreement.
IN WITNESS WHEREOF, the parties hereto executed this Amendment or
caused this Amendment to be duly executed as of the day and year first written
above.
WITNESS: XXXXX X. XXXXXXXX
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
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Title:---------------------------
ATTEST: RESPIRONICS, INC.
Secretary: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Corporate Seal: Title: PRESIDENT
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