Amendment to Employment Agreement with Kevin L. Cornwell – Severance and Change of Control Provisions

Summary

This amendment updates the employment agreement between Utah Medical Products, Inc. and Kevin L. Cornwell, effective May 15, 1998. It specifies that if Cornwell is terminated after the agreement's term for reasons not covered by certain sections, he will receive a lump sum severance payment equal to his average annual compensation over the past three years, paid within 30 days, plus two additional equal payments on the next two anniversaries of his termination. If there is a change of control and the stock price exceeds $14 per share, each severance payment increases by $25,000 for every $1 above that threshold.

EX-10.2 4 utmd10kdec2003ex10-2.txt EXHIBIT 6 AMENDMENT, EFFECTIVE MAY 15, 1998, TO EMPLOYMENT AGREEMENT DATED DECEMBER 21, 1992 WITH KEVIN L. CORNWELL ARTICLE IV COMPENSATION 4.2 Severance Payments. If Cornwell is terminated at any time after the term of this Agreement (of December 21, 1992) for any reason other than pursuant to Sections 3.2(b), 3.2(c) or 3.2(d), the Company agrees that it will pay Cornwell a lump sum payment equal to his annual compensation, inclusive of base salary and management bonus, averaged over the prior three calendar years, within thirty (30) days of the date his employment terminates, plus two additional lump sum payments, each of the same amount as the first payment, on the ensuing two anniversary dates of his termination. In the event of a "Change of Control" as defined in Section 1.2, for each $1.00 per share of common stock in excess of an equivalent $14.00 per share purchase price by an acquiring entity of a controlling interest of UM's common stock, of for each portion of $1.00 above the $14 threshold price, each annual lump sum severance payment shall be increased by Twenty-Five Thousand Dollars ($25,000), or applicable proration thereof. The other surviving applicable provisions of the Agreement including ARTICLE I, DEFINITIONS, shall continue to apply.