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SEVERANCE AND NON-COMPETE AGREEMENT

NonCompetition Agreement

SEVERANCE AND NON-COMPETE AGREEMENT | Document Parties: MEDEX INC You are currently viewing:
This NonCompetition Agreement involves

MEDEX INC

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Title: SEVERANCE AND NON-COMPETE AGREEMENT
Governing Law: Ohio     Date: 2/13/2004

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                                                                    Exhibit 10.8

 

                                   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 Dr. Georg Landsberg (the "EXECUTIVE").

 

                                    RECITALS

 

      WHEREAS, the Company desires to continue the employment of the Executive

with Medex Medical Holding GmbH ("GmbH"), and the Executive desires to remain

employed by GmbH, 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 will cause GmbH to employ the Executive as the

Senior Vice President of European Operations and the Executive hereby accepts

and agrees to serve GmbH in the capacities described in SECTION 1(b), and 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 Senior

Vice President of European Operations. The Executive shall report to and take

direction from the Chief Executive Officer of the Company.

 

            (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 devote substantially all of his business time and

attention to the business and interests of the

 

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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 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 or cause

GmbH to pay to the Executive, and the Executive shall accept from the Company or

GmbH, as full compensation for the Executive's services, compensation as

follows:

 

            (a)    BASE SALARY. The Executive shall be paid a base annual salary

equal to Euro 225,000.00 which shall be paid in accordance with the payroll

practices of the Company or GmbH 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 or GmbH'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 or

GmbH 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 or GmbH

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 or GmbH 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 or

GmbH'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.

 

            (b)    NON-COMPETE. The Executive covenants and agrees that for such

period as he shall be employed by any MedVest Entity 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

 

                                      - 2 -

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Company or GmbH), 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 Company's Board of

Directors, 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.

 

            (c)    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).

 

            (d)    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.

 

            (e)    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 or GmbH and the Executive.

 

                                      - 3 -

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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 or

GmbH 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


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