0001193125-08-249638 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

AGREEMENT made as of this 11th day of November, 2008 by and between ZOLL Medical Corporation, a Massachusetts corporation with its principal place of business in Chelmsford, Massachusetts (the “Company”), and Jonathan Rennert of Concord, Massachusetts (the “Executive”).

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED
Non-Qualified Stock Option Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2001 Stock Incentive Plan as amended through the date hereof (the “Plan”), ZOLL Medical Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT, dated November 25, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and Ward Hamilton (the “Executive”).

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2006 Non-Employee Director Stock Option Plan as amended through the date hereof (the “Plan”), ZOLL Medical Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

RESTRICTED STOCK AWARD AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED
Restricted Stock Award Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2001 Stock Incentive Plan (the “Plan”) as amended through the date hereof, ZOLL Medical Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

AMENDMENT TO SENIOR EXECUTIVE SEVERANCE AGREEMENT
Senior Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO SENIOR EXECUTIVE SEVERANCE AGREEMENT, dated November 17, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and Richard A. Packer (the “Executive”).

AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT, dated November 11, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and A. Ernest Whiton (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO EMPLOYMENT AGREEMENT, dated November 17, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and Richard A. Packer (the “Executive”).

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