Vice President-Finance Employment Agreement

EXHIBIT 10.14




EMPLOYMENT AGREEMENT






This EMPLOYMENT AGREEMENT (the ) is made as of August 8, 2005 , by and between CRITICARE SYSTEMS, INC., a Delaware corporation (the ), and Joel D. Knudson ().




RECITALS








A.

Employee is currently employed by the Company as its Vice President - Finance.









B.

The Company desires to make certain agreements with Employee in order to induce Employee to remain in such employ and in exchange for Employee covenants herein.









C.

The parties desire to evidence their agreement as to the terms of the Company employment of Employee.





AGREEMENT




In consideration of the foregoing recitals and mutual covenants contained herein, the parties hereby agree as follows:








1.

Employment. The Company hereby continues its employment of Employee as the Company Vice President - Finance, and Employee hereby accepts such employment, subject to the provisions of this agreement.









2.

Duties and Authority. Employee shall be employed as the Company Vice President - Finance. Employee shall have such duties and authority as are customary for the Vice President - Finance of a publicly held corporation with similar authority as the Company Board of Directors or President may from time to time reasonably assign Employee consistent with the foregoing and the other provisions of this Agreement. Employee agrees to devote his entire business time, energy and skills to such employment. However, it is understood that Employee shall not be required to devote more than the usual and customary hours per calendar week to such employment as are generally expected of similarly situated employees of publicly held companies. At all times, Employee shall be subject to the direction of the Company Board of Directors and its President.









3.

Compensation and Benefits. Employee shall be entitled to the following compensation and benefits for services rendered to the Company:









(a)

Compensation. Employee shall receive an annual base salary payable in equal installments not less frequently than monthly. Employee base salary shall be reviewed annually within 30 days prior to the end of each fiscal year (but such annual base salary shall not be reduced to less than the prior year annual base salary without Employee written consent).









(b)

Bonus Plan. Employee shall be eligible to receive a bonus annually, based on Employee and the Company financial performance, in the discretion of the Board of Directors.










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(c)

Expense Reimbursements. The Company shall reimburse Employee for actual out-of-pocket costs incurred for reasonable business expenses, other than automobile expenses (which are covered in Section 3(d)) in accordance with the policies and procedures of the Company in effect from time to time.









(d)

Automobile Allowance. Employee shall receive a Company car or car allowance subject to Company policies in effect from time to time with respect to reimbursement for personal use.









(e)

Vacations. Employee shall be entitled to paid vacations of not more than four weeks each calendar year, which may be taken at Employee discretion; provided, however, that such vacation shall not unreasonably interfere with the Company needs at such time. Unused vacation time for a calendar year shall not be carried over form one year to the next.









(f)

Health Insurance. Employee shall be entitled to family health insurance coverage under the Company group plan on a premium-sharing basis then in effect.









(g)

Life and Disability Insurance. Employee shall be entitled to participate in the Company group life insurance and disability insurance in effect from time to time.









(h)

Severance Pay.









(i)

This Agreement may be terminated by the Company at any time for Cause (as hereinafter defined), and in such event Employee shall not be entitled to receive any further compensation. For purposes of this Agreement, the term shall mean acts of fraud, repeated material misconduct, or intentional dishonesty by Employee in the course of Employee employment with the Company, or the commission of a felony.









(ii)

In the event that Employee voluntarily terminates Employee employment by the Company, Employee shall not be entitled to receive any further compensation; provided, however, that if such voluntary termination occurs at any time after Employee has completed three (3) months of e ...