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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of July, 1996, by and between DATASCOPE
CORP., a Delaware corporation (the "Corporation"), and XXXXXXXX XXXXX, an
individual residing at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Executive").
W I T N E S S E T H
WHEREAS, the Executive has been employed by the Corporation for more than
25 years and is currently the Chairman of the Board of Directors, President and
Chief Executive Officer of the Corporation;
WHEREAS, the Corporation desires to assure itself of the Executive's
continued employment in an executive capacity and to compensate him for such
employment; and
WHEREAS, the Executive desires to continue to serve the Corporation on the
terms provided in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties contained in this Agreement, the parties
agree as follows:
1. Employment. The Corporation agrees to continue to employ the
Executive, and the Executive agrees to continue to serve the Corporation, on the
terms and conditions set forth in this Agreement.
2. Term.
(a) Subject to paragraphs (b) and (c) of this Section 2 and the provisions
for termination hereinafter provided, the term of the Executive's employment
hereunder shall be from July 1, 1996 (the "Effective Date") until the close of
business on June 30, 2001 (the "Initial Period").
(b) On each anniversary of the Effective Date, the term of this Agreement
shall be automatically extended by one additional calendar year (the "Extension
Period") unless either party shall have provided notice to the other not less
than one hundred eighty days prior to such anniversary that it does not desire
to extend the term of this Agreement (in which case no further extension of the
term of this Agreement shall occur pursuant hereto but all previous extensions
of the term shall continue to be given full force and effect).
(c) For purposes of this Agreement, the "Term" of this Agreement means the
Initial Period, if the term of this Agreement has not been extended pursuant to
paragraph 2(b); otherwise, the period beginning on July 1, 1996, and ending with
the last day of the most recently arising Extension Period.
3. Position and Duties. The Executive shall serve as the Chief Executive
Officer and President of the Corporation and in such other executive capacities
as the Board of Directors of the Corporation designates. The Executive shall
have such responsibilities and duties, consistent with his present
responsibilities and duties, as the Board of Directors from time to time
prescribes. The Executive shall devote substantially all of his working time and
efforts to the business and affairs of the Corporation. Nothing herein, however,
shall prevent the Executive from engaging in additional activities in connection
with personal investments and community affairs which do not interfere or
conflict with his duties.
4. Place of Employment. The principal place of employment of the
Executive shall be at the principal executive offices of the Corporation. The
Corporation shall not, without the written consent of the Executive, relocate or
transfer its principal executive offices from their present location in
Montvale, New Jersey. If the Corporation relocates its principal executive
offices with the Executive's consent, the Corporation shall promptly pay (or
reimburse the Executive for) all reasonable moving expenses incurred by the
Executive in connection with a change of the Executive's residences due to such
relocation and if, within six months of his commencement of full-time employment
at the Corporation's relocated executive offices, the Executive requests, shall
purchase from the Executive the residences which he is required to vacate. The
purchase price of such residences shall be the average of the appraisals
rendered by two appraisers retained by the
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Corporation, one of whom shall be selected by the Executive. The Executive
acknowledges and agrees that he may be required to travel on behalf of the
Corporation in connection with his employment.
5. Compensation and Related Matters.
(a) Salary and Bonuses.
(i) Rate of Compensation. The Executive shall receive a base salary
(the "Base Salary") at the annual rate of $795,000. The Executive's Base
Salary for each fiscal year for the remainder of the Term shall be
increased by such amount as shall be determined by the Board of Directors
of the Corporation (or its Compensation Committee). Once established at any
specified rate, the Executive's Base Salary shall not be reduced. The Base
Salary shall be payable to the Executive in installments on the
Corporation's normal payroll dates, but not less frequently than monthly.
(ii) Performance Based Bonus Compensation. The Executive shall be
entitled to an annual bonus based on such criteria as shall be determined
by the Compensation Committee. The Executive shall also be entitled to
receive bonus compensation in accordance with such long-term and annual
incentive compensation plans as may be maintained by the Corporation for
the benefit of its executives and to participate in any other bonus plans
maintained by the Corporation for its executives.
(iii) Salary Not Exclusive. Base Salary and bonus compensation shall
not be deemed exclusive, and the Executive shall be entitled to participate
in any other compensation or benefit plans maintained by the Corporation
for the benefit of its employees including, without limitation, the various
stock option plans available to the Corporation's executives. Payments of
Base Salary shall not limit or reduce any other obligations of the
Corporation or rights of the Executive under this Agreement.
(iv) Long-Term Incentive Plan. The Executive shall be entitled to
participate in a long term incentive plan, the compensation payable under
which shall be based on such criteria as shall be determined by the
Compensation Committee.
(b) Expenses. Subject to compliance by the Executive with such policies
regarding expenses and expense reimbursement as may be adopted from time to time
by the Board of Directors of the Corporation with respect to executive
employees, the Executive is authorized to incur reasonable business,
entertainment and other related expenses (including all travel and living
expenses while away from home on business or at the request, and in the service,
of the Corporation) in the performance of his duties. The Corporation will
promptly reimburse the Executive for all reasonable expenses upon submission to
the Corporation of an account of expenses in accordance with the Corporation's
regular procedures for executive officers.
(c) Additional Retirement Benefits. In addition to and not in lieu of any
amounts payable by the Corporation to the Executive under any other subsection
of this Section 5, the Corporation shall pay to the Executive additional
retirement benefits as follows:
(i) Definitions.
(A) "Retirement Benefit" shall mean an amount equal to the
difference between (A) 60% of Three Year Average Total Compensation and
(B) amounts payable to the Executive upon his retirement at or after age
65 under the Corporation's qualified pension plan, as then in effect
(the "Pension Plan"), on a 10 year certain basis (as set forth in the
Pension Plan at Section 8.4, option 2).
(B) "Value" shall mean the lump sum actuarial value of the
Retirement Benefit that would have been payable to the Executive had his
retirement occurred on his 65th birthday calculated based on the 1983
Group Annuity Mortality Table (male rates) and 5% interest.
(C) "Adjusted Value" shall mean the Value increased by 5% per year,
compounded annually, to the actual date of the Executive's retirement,
and prorated for periods of less than one year based upon completed
months.
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(D) "Minimum Retirement Benefit" shall mean the Adjusted Value
converted into an annual retirement benefit based on the 1983 Group
Annuity Mortality Table (male rates) and 5% interest. The lump sum
actuarial factor used in this conversion shall be based upon the
Executive's age (to the nearest month) at his actual date of retirement,
interpolated linearly if such age is not a whole number. The amounts so
determined are shown on the attached Schedule A.
(E) Three Year Average Total Compensation. For the purposes
hereof, "Three Year Average Total Compensation" shall mean the average
total compensation, comprising Base Salary and all bonus compensation,
for the three years in which the Executive's compensation was greatest
of the ten years immediately preceding the Executive's retirement,
disability or death.
(F) Retirement. For the purposes hereof, the Executive's
retirement shall be deemed to have occurred if, at any time after the
date hereof, the Executive elects to retire from his duties with the
Corporation. The Executive in his sole discretion may elect to defer the
date on which his retirement shall be deemed to occur. In addition, if,
as a result of the Executive's incapacity due to physical or mental
illness, the Executive shall have been absent from his duties on a full
time basis for 180 consecutive days, and within thirty (30) days after a
written Notice of Termination (as defined in subsection (e) of Section 8
hereto) is given shall not have returned to the performance of his
duties on a full time basis, the Executive shall be deemed to have
retired from his duties with the Corporation.
(ii) Retirement Benefits. The Corporation shall pay to the Executive
each year, for life, commencing on the first day of the first fiscal year
of the Corporation beginning after the Executive's retirement, the greater
of (A) the Retirement Benefit payable under the supplemental executive
retirement program, excluding all benefits payable under the Corporation's
qualified retirement plan, and (B) the Minimum Retirement Benefit. Payments
to the Executive pursuant to this clause (ii) shall be made monthly.
(iii) Pre-Retirement Survivor Benefit. Upon the death of the
Executive, a trust created for the primary benefit of the spouse and
children of the Executive (the "Trust") shall receive ten million
($10,000,000) dollars in proceeds of life insurance payable from one or
more policies of insurance on the life of the Executive pursuant to a
Split-Dollar Agreement, dated July 25, 1994, between the Executive, the
Corporation and the Trust (the "Split-Dollar Agreement").
The premiums for such policies shall be apportioned between the Corporation
and the Trust in accordance with the terms of the Split-Dollar Agreement and the
Corporation's interest therein shall be secured by collateral assignment of such
policy or policies executed by the Trust and the Corporation.
In each year during the term of the Split-Dollar Agreement, the Corporation
shall reimburse the Executive for the portion of such year's premiums that is a
deemed economic benefit to the Executive and payable by the Trust pursuant to
the Split-Dollar Agreement (the "Reimbursement"). In addition, following the
determination of the Executive's personal city, state and federal income tax
liability for such year, the Reimbursement shall be increased by the amount of
city, state and federal income taxes, if any, required to be paid by the
Executive and directly attributable to such deemed economic benefit in such
year.
Notwithstanding the foregoing, until the three-year anniversary of the
assignment of a certain policy of insurance on the life of the Executive to the
Trust, if Xxxxx Xxxxx is living at the death of the Executive and is his
surviving spouse as such term is defined in the Trust under Agreement, dated
June 28, 1994 (the "Spouse"), such death benefit shall be paid to the Spouse and
the Trust in accordance with the terms of the Split-Dollar Agreement.
(d) Automobile. In lieu of providing the Executive an automobile, during
the Term, the Corporation shall continue to pay additional amounts to the
Executive. The amounts payable each year shall be as determined by the Board of
Directors (or its Compensation Committee).
(e) Services Furnished. The Corporation shall furnish the Executive with
office space suitable for a chief executive officer, stenographic assistance and
such other facilities and services as shall be suitable to the Executive's
position and for the performance of his duties.
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6. Insurance. The Executive agrees that the Corporation may at any time
and for the Corporation's own benefit, apply for and take out life, health,
accident, and/or other insurance covering the Executive either independently or
together with others in any amount which the Corporation deems to be in its best
interests and the Corporation may maintain any existing insurance policies on
the life of the Executive owned by the Corporation. The Corporation shall own
all rights in any such insurance policies and in the cash values and proceeds
thereof and, except as otherwise provided, the Executive shall not have any
right, title or interest therein. The Executive agrees to assist the Corporation
at the Corporation's expense in obtaining any such insurance by, among other
things, submitting to the customary examinations and correctly preparing,
signing and delivering such applications and other documents as may be required
by insurers.
7. Unauthorized Disclosure; Inventions.
(a) Confidentiality. During the Term, the Executive shall not,
without the written consent of the Board of Directors, disclose to any
person, other than an employee of the Corporation or a person to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties, any material confidential
information obtained by the Executive while employed by the Corporation,
with respect to any of the Corporation's products, improvements, formulae,
designs or styles,
processes, customers, methods of distribution or methods of manufacture,
the disclosure of which the Executive knows will be materially damaging to
the Corporation; provided, however, that confidential information shall not
include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive) or any information of a
type not otherwise considered confidential by persons engaged in the same
business or a business similar to that conducted by the Corporation. For
the period ending two years following the termination of the Executive's
employment, the Executive shall not disclose any confidential information
of the type described above except as determined by him to be reasonably
necessary in connection with any business or activity in which he is then
engaged.
(b) Inventions. The Executive shall promptly and fully disclose to an
appropriate executive officer of the Corporation any and all inventions or
formulae made, developed or created by the Executive (whether at the
request or suggestion of the Corporation or otherwise, whether alone or in
conjunction with others, and whether during regular work hours or
otherwise) during the period of the Executive's employment by the
Corporation which may be directly or indirectly useful in, or relate to,
the business of or tests being carried out by the Corporation, and shall
promptly deliver to an appropriate executive officer of the Corporation all
papers, drawings, models, data and other material relating to any such
invention or formulae. All such inventions or formulae shall be the
Corporation's exclusive property as against the Executive.
The Executive shall, upon the Corporation's request and without any
payment, execute any documents necessary or advisable in the opinion of the
Corporation's counsel to direct issuance of patents to the Corporation with
respect to such inventions or to vest in the Corporation title to such
inventions as against the Executive. The expense of securing any patent,
however, will be borne by the Corporation.
(c) Binding Effect. The foregoing provisions of this Section 7 shall
be binding upon the Executive's heirs, successors and legal
representatives.
8. Termination. The Executive's employment under this Agreement may be
terminated without any breach of this Agreement only under the following
circumstances:
(a) Expiration of Term. The Executive's employment shall terminate
upon the expiration of the Term or upon any earlier termination of such
term due to the Executive's retirement; provided, that in the event of a
termination resulting from the Executive's retirement, the Executive shall
be entitled to all retirement and other continuing benefits provided for in
this Agreement and the provisions of Section 7 of this Agreement shall
remain in full force and effect.
(b) Death. The Executive's employment shall terminate upon his death.
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(c) Cause. The Corporation may terminate the Executive's employment
for Cause. For purposes of this Agreement, the Corporation shall have
"Cause" to terminate the Executive's employment if (i) the Executive
willfully and continually fails to substantially perform his duties (other
than as a result of the Executive's incapacity due to physical or mental
illness) after the Board of Directors of the Corporation has delivered to
the Executive a written demand for substantial performance specifically
identifying the manner in which it believes the Executive has not
substantially performed his duties, or (ii) the Executive willfully
engages, in his capacity as an executive of the Corporation, in gross
misconduct materially injurious to the Corporation. For purposes of this
subsection (c), no act, or failure to act, on the Executive's part shall be
considered "willful" if done, or omitted to be done, in good faith and with
the reasonable belief that such action or omission was in the best interest
of the Corporation. The Executive shall not be deemed to have been
terminated for Cause unless and until, after reasonable notice to the
Executive and an opportunity for him, together with his counsel, to be
heard before the Board of Directors of the Corporation, the Board of
Directors has determined based on clear and convincing evidence that the
Executive was guilty of the conduct described in clause (i) or (ii) of the
preceding sentence, and delivered to the Executive a Notice of Termination
stating such determination and specifying the particulars thereof in
detail.
(d) Termination by the Executive. The Executive may terminate his
employment hereunder (i) for Good Reason, or (ii) if his health should
become impaired such that his continued performance of his duties hereunder
is hazardous to his physical or mental health or his life. For purposes of
this Agreement, "Good Reason" shall mean (A) a change in control of the
Corporation (as defined below), (B) any assignment to the Executive of any
duties inconsistent with his present duties as Chief Executive Officer and
President of the Corporation or a change in his present responsibilities
without his express written consent, (C) any removal of the Executive
without his consent from, or any failure to re-elect the Executive to, the
office of President of the Corporation, except in connection with
termination of the Executive's employment for Cause or as a result of his
death or disability or by him other than for Good Reason, (D) a reduction
in the Executive's Base Salary as in effect on the date of this Agreement
or as the same may be increased from time to time, or a reduction in the
Executive's other benefits or any other failure by the Corporation to
comply with Section 5 hereof, (E) failure by the Corporation to comply with
Section 4 hereof, or (F) failure of the Corporation to obtain from any
successor the assumption of or the agreement to perform this Agreement (as
contemplated in Section 10), or (G) any purported termination of the
Executive's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of paragraph 8(e). For purposes of
this Agreement, a "change in control of the Corporation" shall mean a
change in control of a nature that would be required to be reported in a
current report on Form 8-K, as in effect on the date of this Agreement, or
pursuant to Section 13 or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); including, without limitation, (i) the
acquisition of beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, by any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), other than the
Corporation or the Executive or an entity directly or indirectly controlled
by the Executive, of securities of the Corporation representing 20% or more
of the combined voting power of the Corporation's then outstanding
securities unless the Corporation's Board of Directors, within fifteen (15)
business days after having been advised of such acquisition of beneficial
ownership, adopts a resolution approving such acquisition, or (ii) the
failure, for any reason, of the individuals who presently constitute the
Board of Directors (the "Incumbent Board") to constitute at least a
majority thereof, provided that any director whose election has been
approved in advance by directors representing at least two-thirds ( 2/3) of
the directors comprising the Incumbent Board shall be considered, for these
purposes, as though such director were a member of the Incumbent Board.
(e) Notice of Termination. Any termination of the Executive's
employment by the Corporation or by the Executive (other than termination
pursuant to subsection (a) or (b) above) shall be communicated by written
Notice of Termination to the other party. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the
specific provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis
for
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termination of the Executive's employment under the provision so indicated.
Any purported termination not satisfying the requirements of this
subsection (e) shall not be effected.
(f) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminated by his death, the date of his death,
(ii) if the Executive's employment is terminated pursuant to subsection (c)
above, the date specified in the Notice of Termination, and (iii) if the
Executive's employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided that if within thirty (30)
days after the Notice of Termination is given pursuant to subsections 8(c)
or 8(d)(ii), the party receiving such Notice of Termination notifies the
other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding and final
arbitration award or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal having expired and no appeal
having been perfected).
9. Compensation Upon Termination.
(a) Compensation Upon Termination for Cause. If the Executive's
employment is terminated by the Corporation for Cause, the Corporation
shall pay the Executive his Base Salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given and the
Corporation shall have no further obligations to the Executive under this
Agreement.
(b) Improper Termination; Good Reason. If (A) in breach of this
Agreement, the Corporation shall terminate the Executive's employment other
than pursuant to subsection 8(c) (it being understood that a purported
termination pursuant to subsection 8(c) which is disputed and finally
determined not to have been proper shall be a termination by the
Corporation in breach of this Agreement) or (B) the Executive shall
terminate his employment for Good Reason, then
(i) The Corporation shall pay the Executive his full Base Salary
through the Date of Termination at the rate in effect at the time Notice
of Termination is given, as well as all accrued bonus compensation
through the Date of Termination.
(ii) In lieu of all salary and incentive compensation payments
which the Executive would have earned under this Agreement but for his
termination, the Corporation shall pay to the Executive as liquidated
damages a lump sum amount equal to the present value, based on the
Applicable Federal Rate (as defined in Section 1274(d) of the Internal
Revenue Code of 1986, as amended), of the product of (A) the sum of (1)
the Executive's annual Base Salary in effect as of the Date of
Termination and (2) all bonus compensation paid or payable to the
Executive for the most recent year times (B) the number of years
(including partial years) then remaining in the Term. All payments under
this Section 9(b) shall be made on or before the fifth day following the
Date of Termination.
(iii) If termination of the Executive's employment arises out of a
breach by the Corporation of this Agreement, the Corporation shall pay
all other damages to which the Executive may be entitled as a result of
such breach, including damages for any and all loss of benefits which
the Executive would have received under the Corporation's employee
benefit plans if the Corporation had not breached this Agreement and had
the Executive's employment continued for the full Term as then in effect
(including without limitation benefits the Executive would have been
entitled to receive pursuant to any of the Corporation's pension plans
had his employment continued for such Term at the rate of compensation
specified herein), and including all legal fees and expenses incurred by
him as a result of such termination and in enforcing his rights.
(c) Continued Maintenance of Benefit Plans. Unless the Executive is
terminated for Cause, the Corporation shall maintain in full force and
effect, for the continued benefit of the Executive for the number of years
(including partial years) remaining in the Term, all employee benefit plans
and programs in which the Executive was entitled to participate immediately
prior to the Date of Termination to the extent permissible under the
general terms and provisions of such plans and programs. In the event that
the Executive's participation in any such plan or program is barred, the
Corporation shall arrange to
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provide the Executive with benefits substantially similar to those which
the Executive would otherwise have been entitled to receive under such
plans and programs.
(d) Continuation of Additional Retirement. Notwithstanding any other
provision of, and in addition to any other payments required under, this
Section 9, the Corporation shall pay to the Executive or his spouse, as the
case may be, upon the termination of the Executive's employment, all
amounts required to be paid pursuant to Section 5(c) of this Agreement, in
the manner and at the times provided for in such section.
(e) No Mitigation. The Executive shall not be required to mitigate
the amount of any payment provided for in this Section 9 by seeking other
employment or otherwise.
10. Successor Corporation. The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Corporation, by
agreement in form and substance satisfactory to the Executive, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place. Failure of the Corporation to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Corporation
in the same amount and on the same terms as if he terminated his employment for
Good Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Corporation" shall mean Datascope Corp.
and any successor to its business and/or assets.
11. Successors and Assigns of the Executive. This Agreement shall not be
assignable by the Executive. All of the terms and provisions hereof shall be
binding upon, inure to the benefit of, and be enforceable by the Executive, his
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.
12. Notice. All notices, demands and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or (unless otherwise specified) mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive to:
Xxxxxxxx Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000
If to the Corporation to:
c/o Datascope Corp.
00 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Counsel
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of changes of address shall be
effective only upon receipt.
13. Waiver; Modification. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board of Directors of the Corporation. No waiver by either
party at any time of any breach by the other party of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver or similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, have been made by either party with
respect to the subject matter of this Agreement, unless set forth expressly in
this Agreement.
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14. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
16. Arbitration; Choice of Law. Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by arbitration
in New York, New York in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction. The expense of such arbitration shall be borne by
the Corporation. This Agreement shall be governed by the laws of the State of
New Jersey, without reference to such states conflict of law rules.
17. Entire Agreement. This Agreement sets forth the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior agreements between the Company and the Executive, whether written
or oral, relating to any or all matters covered by and contained or otherwise
dealt with in this Agreement. Notwithstanding the previous sentence, the
following agreements will remain in full force and effect: (i) the Split-Dollar
Agreement, (ii) the Split-Dollar Life Insurance Agreement and Collateral
Assignment for Policy #2993814, dated June 1, 1985, by and between the Company
and the Executive, (iii) the Split-Dollar Life Insurance Agreement and
Collateral Assignment for Policy #3099257, dated June 1, 1987, by and between
the Company and the Executive, (iv) the Modification Agreement, dated as of July
25, 1994, by and among the Company, the Executive and Xxxxx Xxxxx, Xxxxxx
Xxxxxxx and Xxxxx Xxxx, Trustees of the Saper Family 1994 Trust UTA, dtd. June
28, 1994 (collectively with all successors, the "Trustees"), only with regard to
its amendment of the Split-Dollar Agreement, (v) the Assignment, dated as of
July 25, 1994, by the Trustees of the Saper Family 1994 Trust UTA, dtd. June 28,
1994, as owner and beneficiary of a certain policy of insurance on the life of
the Executive, and the Company and (vi) all stock option agreements currently
outstanding between the Company and Xx. Xxxxx.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
DATASCOPE CORP.
By: /s/ XXXXXX XXXXXXXXX
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Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
/s/ XXXXXXXX XXXXX
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XXXXXXXX XXXXX
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