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Exhibit 10.11
MEDEX, INC.
SEVERANCE AND NON-COMPETE AGREEMENT
This
SEVERANCE AND NON-COMPETE AGREEMENT (this "AGREEMENT") is made as
of
May 21, 2003, by and between Medex, Inc.,
an Ohio corporation (the "COMPANY"),
and Charles J. Jamison (the
"EXECUTIVE").
RECITALS
WHEREAS,
the Company desires to continue the employment the Executive,
and
the Executive desires to remain employed by
the Company, in accordance with
terms and conditions set forth herein;
WHEREAS,
during the course of such employment, the Executive will
participate in the development of, and will
be privy to, proprietary and
confidential information of MedVest
Holdings Corporation ("MEDVEST"), the
Company and its Subsidiaries (collectively,
the "MEDVEST ENTITIES" and,
individually, an "MEDVEST ENTITY"),
including without limitation, trade secrets,
customer lists, strategic business plans,
pricing and billing practices,
relationships with vendors and know-how
involved in the operation of the
Company's and its Subsidiaries' businesses
(collectively, the "CONFIDENTIAL
INFORMATION");
WHEREAS,
to obtain the services of the Executive and to protect the
Confidential Information and goodwill of
the MedVest Entities, the parties
desire to execute and deliver this
Agreement; and
WHEREAS,
the Executive will derive substantial benefits from this
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein
and other good and valuable consideration,
the receipt and sufficiency of which
are hereby acknowledged, the parties
hereto, intending to be legally bound,
hereby agree as follows:
1.
EMPLOYMENT
AND DUTIES.
(a) The Company
hereby employs the Executive as the Vice President
and General Counsel of the Company and the
Executive hereby accepts and agrees
to serve the Company in the capacities
described in SECTION 1(b), and (if and to
the extent so requested by the Company's
Board of Directors (the "BOARD")) in
such other capacities to which the
Executive may be appointed consistent with
SECTION 3, in accordance with the terms and
conditions hereinafter set forth.
(b) The
Executive shall initially have the duties,
responsibilities and authority customary to
an employee serving as the Vice
President and General Counsel of the
Company. The Executive shall report to and
take direction from the Chief Executive
Officer.
(c) Excluding
reasonable vacations compatible with the Executive's
position and periods of illness, injury or
other disability, the Executive shall
give his best efforts and
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devote substantially all of his business
time and attention to the business and
interests of the MedVest Entities. The
Executive shall devote his business time,
abilities and attention to these activities
and shall perform his duties in a
professional, ethical and businesslike
manner.
(d)
For purposes of
the Agreement, (i) "SUBSIDIARIES" shall mean,
with respect to any Person, any corporation
or other entity of which the equity
securities or other ownership interests
having the voting power to elect a
majority of the board of directors or other
governing body are, at the time of
determination, owned by such Person,
directly or through one or more
Subsidiaries and (ii) "PERSON" shall mean a
natural person, a partnership, a
corporation, a limited liability company,
an association, a joint stock company,
a trust, a joint venture, an unincorporated
organization or other entity, or a
governmental entity or any department,
agency or political subdivision thereof.
2.
TERM OF
EMPLOYMENT. The term of the Executive's employment under
this Agreement shall be at will and nothing
in this Agreement shall provide
Executive with any contractual right to
continued employment.
3.
COMPENSATION AND BENEFITS. Initially, the Company shall pay to
the
Executive, and the Executive shall accept
from the Company, as full compensation
for the Executive's services hereunder,
compensation as follows:
(a) BASE SALARY.
The Executive shall be paid a base annual salary
equal to $200,000.00, which shall be paid
in accordance with the payroll
practices of the Company as in effect from
time to time (the "BASE SALARY").
(b) ANNUAL
BONUS. The Executive shall be entitled to receive an
annual year-end performance bonus
determined in accordance with the procedures
and terms of the Company's performance
bonus system in place immediately prior
to the date hereof (the "PERFORMANCE
BONUS"). The Performance Bonus shall be
paid in accordance with the standard
practices of the Company regarding such
payments as in effect from time to
time.
(c) OTHER
BENEFITS. The Executive shall be entitled to the regular
benefits and perquisites in place for
executives of the Company immediately
prior to the date hereof, except to the
extent that a benefit may be reduced in
the future for all applicable executives of
the Company with the prior approval
of the Chief Executive Officer.
(d)
REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall
reimburse the Executive for all reasonable
expenses necessarily incurred by him
in connection with the performance of the
Executive's duties hereunder upon
presentation of a voucher indicating the
amount and business purpose and
supported by appropriate documentation,
subject, however, to the Company's
written employee reimbursement policies and
procedures relating to business
related expenses, if any, as in effect from
time to time.
4.
NON-COMPETE, NON-SOLICITATION.
(n) NON-COMPETE.
The Executive covenants and agrees that for such
period as he shall be employed by the
Company and, in the event this Agreement
is terminated (other than by Executive
pursuant to SECTION 5(g) due to a breach
of this Agreement by the Company),
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whether voluntarily or involuntarily, for a
period of twenty-four (24) months
after such termination (the "NONCOMPETE
PERIOD"), the Executive will not,
without the prior written consent of the
Board, either directly or indirectly
through another Person, whether as
principal or as agent, officer, director,
employee, consultant, stockholder, investor
(other than as a passive owner of
not more than five percent (5%) of any
class of securities traded on a national
or regional stock exchange) or otherwise,
alone or in association with any other
Person, carry on, manage, control, consult
with, render services for, or be
engaged, concerned or take part in, or
render like services to, or own any
interest or share in earnings of any Person
competing with the businesses of the
MedVest Entities, as such businesses exist
or are in process on the date of such
termination, within any geographical area
in which the MedVest Entities engage
at the time of termination in such
businesses.
(o)
NON-SOLICITATION. During the Noncompete Period, the Executive
shall not directly or indirectly through
another Person (i) induce or attempt to
induce any employee of any MedVest Entity
to leave the employ of such MedVest
Entity, or in any way interfere with the
relationship between any MedVest Entity
and any employee thereof, (ii) hire any
person who is an employee of any MedVest
Entity at the time of termination, or (iii)
induce or attempt to induce any
customer, supplier, licensee, licensor,
franchisee or other business relation of
any MedVest Entity to cease doing business
with any such MedVest Entity, or in
any way interfere with the relationship
between any such customer, supplier,
licensee or business relation and any
MedVest Entity (including, without
limitation, making any statement which is
intended or reasonably calculated to
disparage or discredit any MedVest
Entity).
(p) ENFORCEMENT.
If, at the time of enforcement of this SECTION 4,
a court shall hold that the duration, scope
or area restrictions stated herein
are unreasonable under circumstances then
existing, the parties agree that the
maximum duration, scope or area reasonable
under such circumstances shall be
substituted for the stated duration, scope
or area and that the court shall be
allowed to revise the restrictions
contained herein to cover the maximum period,
scope and area permitted by law. The
Executive acknowledges that the
restrictions contained in this SECTION 4
are reasonable and that he has reviewed
the provisions of this Agreement with his
legal counsel.
(q) REMEDIES AND
EQUITABLE RELIEF. In the event of the breach or a
threatened breach by the Executive of any
of the provisions of this SECTION 4,
the Company, in addition and supplementary
to other rights and remedies existing
in its favor, shall be entitled to specific
performance and/or injunctive or
other equitable relief from a court of
competent jurisdiction in order to
enforce or prevent any violations of the
provisions hereof (without posting a
bond or other security). In addition, in
the event of a breach or violation by
the Executive of this SECTION 4, the
Noncompete Period shall be tolled until
such breach or violation has been duly
cured.
5.
TERMINATION. Employment of the Executive may terminate for any
of
the following reasons.
(a) MUTUAL
AGREEMENT. By the mutual, written agreement of the
Company and the Executive.
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(b) DEATH OR
DISABILITY. Automatically upon the death or
disability of the Executive. The Executive
will be deemed to be "disabled" if
the Board determines in good faith that the
Executive is unable to substantially
perform with reasonable accommodation the
duties hereunder by reason of
disability or incapacity due to physical or
mental illness, for a period in
excess of one hundred eighty (180)
consecutive days in any twelve (12) month
period or one hundred eighty (180) days in
the aggregate in any twenty-four (24)
month period. The Executive's employment
may be terminated by the Company
pursuant to this paragraph only if the
Executive does not return to work within
and for a continuous period of at least
thirty (30) days after a notice of
termination has been
