EXHIBIT 10.54
SPACELABS MEDICAL, INC.
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January 2, 2002
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Vice President, General Counsel and Secretary
Spacelabs Medical, Inc.
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Dear Gene:
This letter will confirm the agreements that have been reached between
you and Spacelabs Medical, Inc. ("Company") in light of our discussions
regarding your continued service with the Company and the rights and obligations
of you and the Company with respect thereto.
As we have discussed, the Company wishes to retain your services for a
defined period while the Company evaluates strategic options. We therefore have
agreed that, if you continue to perform in your current capacities until the
earlier of March 31, 2002 and the date that the Company terminates your
employment without Cause (as defined in the severance agreement between you and
the Company dated March 16, 2001 ("Severance Agreement")), termination of your
employment on such date will be deemed a termination of your employment by the
Company without Cause under the Severance Agreement, with the result that you
will be entitled to the lump sum payments and other benefits provided for
thereunder upon satisfaction of the conditions set forth therein (unless Section
2 of the Severance Agreement applies, in which case the Amended and Restated
Change of Control Agreement between you and the Company dated as of July 24,
1998 ("Change of Control Agreement") will control). Except as modified by this
agreement, the Severance Agreement as modified by this agreement and the Change
of Control Agreement remain in full force and effect.
Your employment pursuant to this agreement continues to be "at-will" and
may be terminated by either the Company or you at any time with or without
Cause, subject to your rights under this agreement, the Severance Agreement as
modified by this agreement and the Change of Control Agreement.
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________ __, 2001
Page 2
If the foregoing accurately reflects our agreement, please countersign a
copy of this agreement and return it to me, whereupon this will be a legally
binding agreement between you and the Company entered into in consideration of
the premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
Sincerely,
SPACELABS MEDICAL, INC.
By
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Chairman of the Board,
President and Chief
Executive Officer, acting pursuant to a
resolution of the Board of Directors
AGREED AND ACCEPTED:
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