EX-10.28 2 b408719_ex10-28.txt FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.28 FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT Fifth Amendment to Employment Agreement, dated as of April 1, 2005 (this "Amendment"), by and between Datascope Corp., a Delaware corporation (the "Corporation"), and Lawrence Saper, an 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, as amended by the Amendment to Employment Agreement dated as of May 30, 2000, the Second Amendment to Employment Agreement dated as of October 31, 2001, the Third Amendment to Employment Agreement dated as of March 13, 2002 and the Fourth Amendment to Employment Agreement dated as of October 1, 2002 (collectively, the "Employment Agreement"); and WHEREAS, the Corporation and the Executive desire to further 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. Amendments. Effective as of the date hereof, the amount of Adjusted Value accrued as of the date hereof shall be reduced by Five Hundred Thousand Dollars ($500,000), and increases in Adjusted Value on and after the date hereof shall accrue from such reduced amount. Following such reduction, the Adjusted Value as of the date hereof shall be $14,263,067. To reflect the foregoing amendment, Schedule A attached hereto shall amend and restate Schedule A to the Employment Agreement, which sets forth the derivation of the Minimum Retirement Benefit from Adjusted Value. 2. Employment Agreement. Except as expressly 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. [Signatures on following page] 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: /s/ Murray Pitkowsky -------------------- /s/ Lawrence Saper ------------------ LAWRENCE SAPER SCHEDULE A Schedule A, as modified by Fifth Amendment to Employment Agreement: LUMP SUM MINIMUM ACTUARIAL ADJUSTED RETIREMENT AGE FACTOR VALUE BENEFIT --- --------- -------- ---------- 76.5 7.004 $14,263,067 $2,036,400 77 6.850 $14,615,294 $2,133,600 78 6.549 $15,346,059 $2,343,300 79 6.257 $16,113,362 $2,575,300 80 5.975 $16,919,030 $2,831,600 81 5.703 $17,764,982 $3,115,000 82 5.442 $18,653,231 $3,427,600 83 5.191 $19,585,892 $3,773,000 84 4.951 $20,565,187 $4,153,700 Schedule A, prior to modification by Fifth Amendment to Employment Agreement: LUMP SUM MINIMUM ACTUARIAL ADJUSTED RETIREMENT AGE FACTOR VALUE BENEFIT --- --------- -------- ---------- 76.5 7.004 $14,763,067 $2,107,800 77 6.850 $15,127,642 $2,208,400 78 6.549 $15,884,024 $2,425,400 79 6.257 $16,678,225 $2,665,500 80 5.975 $17,512,136 $2,930,900 81 5.703 $18,387,743 $3,224,200 82 5.442 $19,307,130 $3,547,800 83 5.191 $20,272,487 $3,905,300 84 4.951 $21,286,111 $4,299,400