<Page>
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
<Page>
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 -
<Page>
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 -
<Page>
(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
