Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 31, 2008, Datascope Corp. ("Datascope") entered into an Amended
and Restated Employment Agreement (the "Amended Agreement") with Lawrence Saper,
Chairman of the Board of Directors and Chief Executive Officer of Datascope. The
Amended Agreement was entered into primarily to bring Mr. Saper's previously
existing employment agreement into compliance with Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"). The Amended Agreement also
provides that if any of the payments owed to Mr. Saper in connection with a
"change in control" (as defined in the Amended Agreement) would be subject to
the excise tax imposed under Section 4999 of the Code, then Datascope will
reduce such payments to eliminate the imposition of such excise tax if
Mr. Saper's after tax amount with respect to such reduced payments would exceed
the after tax amount he would net in respect of the payments if such payments
were not so reduced. A copy of the Amended Agreement is furnished as
Exhibit 10.29 to this report and is incorporated herein by reference.
Datascope, Getinge AB ("Getinge") and Mr. Saper also entered into an
agreement on December 31, 2008 (the "Agreement and Release"), which continues
Mr. Saper's employment under the Amended Agreement through the consummation of
the transactions contemplated by the Agreement and Plan of Merger (the
"Merger"), dated as of September 15, 2008 (the "Merger Agreement"), pursuant to
which Getinge has agreed to acquire the Company. The Agreement and Release
provides that, upon the consummation of the Merger, Mr. Saper will receive a
lump sum payment of $26,475,000 (the "Payment") in satisfaction of all of
Datascope's obligations to Mr. Saper, other than with respect to certain items,
including those described hereafter. The Agreement and Release also provides
that Mr. Saper is entitled to receive a pro-rata portion of his target bonus for
the year in which the Merger is consummated, based on the number of days that
have elapsed during such year through the consummation of the Merger. Following
the consummation of the Merger, Mr. Saper will continue to be entitled to his
retirement benefits under the Company's 401(k) savings plan and tax-qualified
defined benefit pension plan and Mr. Saper and his spouse will also be entitled
to receive under the Agreement and Release the same post-termination health and
medical benefits that they are entitled to receive under the Amended Agreement.
Mr. Saper's rights to indemnification under Datascope's bylaws, certificate of
incorporation and other organizational documents, his indemnification agreement
with Datascope, dated as of August 26, 2003, and Section 5.8 of the Merger
Agreement will also continue following the consummation of the Merger. Mr. Saper
will also continue to be entitled to coverage under Datascope's officers' and
directors' liability insurance policy, as provided under Section 5.8 of the
Merger Agreement. Mr. Saper's receipt of the Payment is subject to his execution
of a release of claims in favor of Datascope relating to his employment with
Datascope. Getinge has guaranteed the payment of Datascope's obligations under
the Agreement and Release. A copy of the Agreement and Release is furnished as
Exhibit 10.30 to this report and is incorporated herein by reference.
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