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Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the original Employment Agreement, dated October 18, 1994,
between Medex, Inc. (the "Company") and Xxxxxxx X. Xxxxx (the "Employee") is
hereby effective as of the date of execution herein.
RECITALS
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A. WHEREAS, Employee, who previously served as Senior Vice President of
European Operations, has recently been elected Chief Executive Officer of
the Company and the Company recognizes that Employee is a valuable
resource for the Company and the Company desires to be assured of the
continued service of Employee; and
B. WHEREAS, Employee has concerns about the continuation of his employment
and/or his status and responsibilities with the Company in the event of a
possible or threatened change in control of the Company; and
C. WHEREAS, the Company is concerned about the possible effect on Employee of
the uncertainties created by any proposed or threatened change of control,
whether approved by the Board of Directors or otherwise, and the
possibility that Employee may be approached by others with employment
opportunities.
D. WHEREAS, Employee is willing to continue to serve as Chief Executive
Officer but desires assurance that in the event of any such change in
control, regardless of its approval by the Board of Directors, he will
continue to have the responsibility and status he has earned.
THEREFORE, in consideration of the foregoing and other valuable
consideration, the parties agree to amend the original Employment Agreement as
follows:
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1. Delete Section 1(e) of the Employment Agreement.
2. All other recitals, terms and conditions as set forth in the original
Employment Agreement dated October 18, 1994, shall remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed on the 1st day of
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November , 1995.
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Medex, Inc.
By: Xxxxxx X. Xxxx, Xx.
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Its: Secretary
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Xxxxxxx X. Xxxxx,
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Xxxxxxx X. Xxxxx, Employee
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