Exhibit 10.42
AMENDMENT TO
EXECUTIVE SEVERANCE
AGREEMENT
This AMENDMENT TO EXECUTIVE
SEVERANCE AGREEMENT, dated December 1, 2008, is by and between
ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the
“Company”), and Steven Flora (the
“Executive”).
WHEREAS, the Company and the
Executive entered into an executive severance agreement effective
as of May 6, 2002 (the “Agreement”);
and
WHEREAS, the parties desire to amend
the Agreement to comply with and meet the requirements of the
provisions of Section 409A of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, the Company and the
Executive, each intending to be legally bound hereby, do mutually
covenant and agree as follows:
1. Section 2(a) of the
Agreement is hereby amended by replacing the phrase “25% or
more” with the following:
“more than
50%”
2. Section 2(b) of the
Agreement is hereby amended by deleting such subsection in its
entirety and replacing it with the following:
“the date a majority of
members of the Company’s Board of Directors is replaced
during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the
Company’s Board of Directors before the date of the
appointment or election; or”
3. Section 2(c) of the
Agreement is hereby amended by deleting such subsection in its
entirety and replacing it with the following:
“the consummation of a
transaction by the Company involving: (A) any consolidation or
merger of the Company or any Subsidiary where the stockholders of
the Company, immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger,
beneficially own (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, shares representing in the aggregate
more than 50% of the voting shares of the corporation issuing cash
or securities in the consolidation or merger (or of its ultimate
parent corporation, if any) or (B) any sale, lease, exchange
or other transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company.”
4. Section 2 of the Agreement
is hereby further amended by replacing the phrase “25% or
more” in the two places it appears in the last paragraph of
such section with the following:
“more than
50%”
5. Section 3(b) of the
Agreement is hereby amended by deleting such subsection in its
entirety and replacing it with the following:
“termination by the Executive
of the Executive’s employment with the Company for Good
Reason. For purposes of this Agreement, “Good Reason”
shall mean that the Executive has complied with the “Good
Reason Process” (hereinafter defined) following the
occurrence of any of the following events:”
6. Section 3(b)(ii) of the
Agreement is hereby amended by deleting such subsection in its
entirety and replacing it with the following:
“(iii) a material reduction in
the Executive’s annual base salary as in effect on the date
hereof or as the same may be increased from time to time except for
across-the-board salary reductions similarly affecting all or
substantially all management employees; or”
7. Section 3(b)(iii) of the
Agreement is hereby amended by deleting such subsec
