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First Amendment To Employment Agreement - ATRION CORP - 3-13-2003

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First Amendment To Employment Agreement - ATRION CORP - 3-13-2003 Powered By Docstoc
					Exhibit 10q FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDEMENT TO EMPLOYMENT AGREEMENT ("First Amendment"), dated as of the 3rd day of December, 2002, by and between Atrion Corporation, a Delaware corporation (the "Company"), and Emile A. Battat (the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of January 1, 2002 (the "Employment Agreement"), which Employment Agreement is presently in full force and effect; and WHEREAS, the Company and the Executive desire to amend certain provisions of the Employment Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereby agree as follows: 1. The first paragraph of Section 3(a) of the Employment Agreement is deleted in its entirety and the following is substituted in lieu and instead thereof: "(a) Base Salary and Bonuses. The Company shall pay the Executive a base salary (the "Base Salary") of Five Hundred Thousand and no/100 Dollars ($500,000.00) for each calendar year in the Employment Term." 2. The second paragraph of Section 3(a) of the Employment Agreement is amended by deleting the phrase "fifty percent (50%) of the Base Salary for such calendar year" and substituting in lieu and instead thereof the following: "Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) for calendar year 2002 and One Hundred Thousand and no/100 Dollars ($100,000.00) for each calendar year in the Employment Term after 2002." 3. This First Amendment may be executed in counterparts and by facsimile, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute and be one and the same instrument. 4. As hereby amended, the Employment Agreement remains in full force and effect. [SIGNATURES APPEAR ON FOLLOWING PAGE] -51-

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written. ATRION CORPORATION
By /s/ Jeffery Strickland ---------------------Its VP and CFO

/s/Emile A. Battat -----------------Emile A. Battat

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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written. ATRION CORPORATION
By /s/ Jeffery Strickland ---------------------Its VP and CFO

/s/Emile A. Battat -----------------Emile A. Battat

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Exhibit 21 Subsidiaries of Atrion Corporation
As of December 31, 2002 State of Subsidiary Incorporation Ownership ----------------------------------------------------------------Atrion Medical Products, Inc. Alabama 100% Halkey-Roberts Corporation Florida 100% Quest Medical, Inc. Texas 100% AlaTenn Pipeline Company LLC Alabama 100% Atrion Leasing Company LLC Alabama 100% Atrion International, Inc. U.S. V. I. 100% -----------------------------------------------------------------

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Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated February 7, 2003, accompanying the consolidated financial statements included in the Annual Report of Atrion Corporation and Subsidiaries on Form 10-K for the year ended December 31, 2002. We hereby consent to the incorporation by reference of said report in the Registration Statements of Atrion Corporation and Subsidiaries on Forms S-8 (File No. 33-61309, File No. 333-56511, File No. 33356509 and File No. 333-63318).
/s/ GRANT THORNTON LLP Dallas, Texas March 13, 2003

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Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

Exhibit 21 Subsidiaries of Atrion Corporation
As of December 31, 2002 State of Subsidiary Incorporation Ownership ----------------------------------------------------------------Atrion Medical Products, Inc. Alabama 100% Halkey-Roberts Corporation Florida 100% Quest Medical, Inc. Texas 100% AlaTenn Pipeline Company LLC Alabama 100% Atrion Leasing Company LLC Alabama 100% Atrion International, Inc. U.S. V. I. 100% -----------------------------------------------------------------

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Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated February 7, 2003, accompanying the consolidated financial statements included in the Annual Report of Atrion Corporation and Subsidiaries on Form 10-K for the year ended December 31, 2002. We hereby consent to the incorporation by reference of said report in the Registration Statements of Atrion Corporation and Subsidiaries on Forms S-8 (File No. 33-61309, File No. 333-56511, File No. 33356509 and File No. 333-63318).
/s/ GRANT THORNTON LLP Dallas, Texas March 13, 2003

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Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 13, 2003 /s/ Emile A. Battat ------------------Emile A. Battat Chief Executive Officer

The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. -55-

Exhibit 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated February 7, 2003, accompanying the consolidated financial statements included in the Annual Report of Atrion Corporation and Subsidiaries on Form 10-K for the year ended December 31, 2002. We hereby consent to the incorporation by reference of said report in the Registration Statements of Atrion Corporation and Subsidiaries on Forms S-8 (File No. 33-61309, File No. 333-56511, File No. 33356509 and File No. 333-63318).
/s/ GRANT THORNTON LLP Dallas, Texas March 13, 2003

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Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 13, 2003 /s/ Emile A. Battat ------------------Emile A. Battat Chief Executive Officer

The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. -55-

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 13, 2003 /s/ Jeffery Strickland ---------------------Jeffery Strickland Chief Financial Officer

The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose.

Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 13, 2003 /s/ Emile A. Battat ------------------Emile A. Battat Chief Executive Officer

The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. -55-

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 13, 2003 /s/ Jeffery Strickland ---------------------Jeffery Strickland Chief Financial Officer

The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. -56-

Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Atrion Corporation (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 13, 2003 /s/ Jeffery Strickland ---------------------Jeffery Strickland Chief Financial Officer

The foregoing certification is made solely for purpose of 18 U.S.C.ss.1350 and not for any other purpose. -56-