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EXHIBIT 10.22
AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment to Employment Agreement, dated as of May 30, 2000 (this
"Amendment"), by and between Datascope Corp., a Delaware corporation (the
"Corporation"), and Lawrence Saper, as individual residing at 812 Park Avenue,
New York, New York (the "Executive").
W I T N E S S E T H:
WHEREAS, the Corporation and the Executive entered into an Employment
Agreement dated as of July 1, 1996 (the "Employment Agreement"); and
WHEREAS, the Corporation and the Executive desire to amend the Employment
Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties do hereby agree as follows:
1. Amendment. Section 8(d) of the Employment Agreement is hereby
amended and restated to read as follows:
"(d) Termination by the Executive. The Executive may terminate his
employment hereunder (i) for Good Reason, or (ii) if his health
should become impaired such that his continued performance of his
duties hereunder is hazardous to his physical or mental health or
his life. For purposes of this Agreement, "Good Reason" shall mean
(A) a change in control of the Corporation (as defined below), (B)
any assignment to the Executive of any duties inconsistent with his
present duties as Chief Executive Officer and President of the
Corporation or a change in his present responsibilities without his
express written consent, (C) any removal of the Executive
without his consent from, or any failure to re-elect the Executive
to, the office of President of the Corporation, except in connection
with termination of the Executive's employment for Cause or as a
result of his death or disability or by him other than for Good
Reason, (D) a reduction in the Executive's Base Salary as in effect
on the date of this Agreement or as the same may be increased from
time to time, or a reduction in the Executive's other benefits or
any other failure by the Corporation to comply with Section 5
hereof, (E) failure by the Corporation to comply with Section 4
hereof, or (F) failure of the Corporation to obtain from any
successor the assumption of or the agreement to perform this
Agreement (as contemplated in Section 10), or (G) any purported
termination of the Executive's employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of
paragraph 8(e). For purposes of this Agreement, a "change in control
of the Corporation" shall mean a change in control of a nature that
would be required to be reported in a current report on Form 8-K, as
in effect on the date of this Agreement, or pursuant to Section 13
or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); including, without limitation, (i) the acquisition
of beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, by any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act), other than the
Corporation or the Executive or an entity directly or indirectly
controlled by the Executive, of securities of the Corporation
representing 20% or more of the combined voting power of the
Corporation's then outstanding securities unless the Executive and
the Corporation's Board of Directors, within fifteen (15) business
days after having been advised of such acquisition of beneficial
ownership, adopts a resolution approving such acquisition, (ii) the
Corporation shall have consummated the sale of all or substantially
all of the assets of the Corporation, (iii) the stockholders of the
Corporation approve a merger or consolidation of the Corporation
with any other corporation (or other entity), other than a merger or
consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the
voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or
consolidation, (iv) the stockholders of the Corporation approve a
plan of complete liquidation of the Corporation, or (v) the
following individuals cease for any reason to constitute a majority
of the number of directors then serving: individuals who, on the
date hereof, constitute the Board of Directors and any new director
(other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election
of directors of the Corporation) whose appointment or election by
the Board of Directors or nomination for election by the
Corporation's stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or
recommended."
2. Employment Agreement. Except as set forth in this Amendment, all other
terms and conditions of the Employment Agreement shall remain unchanged and in
full force and effect.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
4. Headings. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any provision of this Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed on its behalf as of the date first above written.
DATASCOPE CORP.
By:_____________________________________
Name:
Title: ______________________________
________________________________________
LAWRENCE SAPER
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