Stock Escrow Agreement

Exhibit 10.21


STOCK ESCROW AGREEMENT


THIS AGREEMENT has been made on [EFFECTIVE DATE], by and among [CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, a New York limited purpose trust company] having its principal office at ___________________________, (the "Escrow Agent") and LIFE CRITICAL CARE CORPORATION, a Delaware corporation, having its principal office at 37885 Green Street, New Baltimore, Michigan 48047 (the "Company"), and each of the stockholders of the Company listed on Schedule I annexed hereto (collectively, the "Stockholders").


In consideration of the mutual covenants and promises hereinafter contained, the parties agree as follows:


1. Escrow Deposit. Concurrently with the execution of this Agreement, the Stockholders have delivered to the Escrow Agent, in the respective numbers of shares set forth on Schedule I annexed hereto, certificates representing an aggregate of 600,000 shares of the Common Stock, $.01 par value, of the Company (the "Escrow Shares"). The Escrow Agent hereby acknowledges receipt of the Escrow Shares and accepts its appointment by the Stockholders to hold the Escrow Shares in escrow, upon the terms and conditions set forth in this Agreement.


2. Term. The term of this Agreement and of the escrow provided hereby (the "Escrow Period") shall commence on the date hereof and end on December 31, 2004 (the "Termination Date"), unless sooner terminated as hereinafter provided.


3. Release from Escrow.


(a) If the Company achieves earnings after taxes of at least $0.30 per share for its fiscal year ending December 31, 1997, then 300,000 of the Escrow Shares shall be released from escrow and returned to the Stockholders.


(b) If the Company achieves earnings after taxes of at least $0.60 per share for any fiscal year ending on or before December 31, 1998, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders.


(c) If at any time prior to the Termination Date the Company achieves earnings after taxes of at least $1.25 per share, then all of the Escrow Shares then remaining shall be released from escrow and returned to the Stockholders.


(d) Whenever any Escrow Shares are required to be released from escrow by the terms of this Section 3, the Company shall give written notice thereof to the Escrow Agent and to H.J. Meyers & Co., Inc. If H.J. Meyers & Co., Inc. shall not have notified the Escrow Agent, within ten business days after its actual receipt of such notice, that the requirements of


this Section 3 for the release of such Escrow Shares have not been satisfied, then the Escrow Agent shall, as soon as reasonably practicable, deliver such Escrow Shares to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares, this Agreement shall terminate.


(e) If all of the Escrow Shares have not been required to be released from escrow by the terms of this Section 3 prior to the Termination Date, then on the Termination Date the Escrow Agent shall deliver all of the Escrow Shares remaining to the Stockholders on a pro-rata basis in accordance with their respective deposits of Escrow Shares set forth on Schedule I annexed hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement shall terminate.


(f) For purposes of this Agreement, the Company's "earnings after taxes" shall be determined by the independent certified public accountants then regularly engaged by the Company, in accordance with generally accepted accounting principles applied on a consistent basis, and when certified by such accountants, such determination shall be conclusive and binding upon the parties. The earnings after taxes and stock price levels required by this Section 3 for release of the Escrow Shares shall be appropriately adjusted in the event that the Company shall at any time pay a stock dividend on, or split up, subdivide, combine or recapitalize, the Common Stock.


4. Disputes. In the event of any disagreement between the Stockholders and the Company resulting in conflicting instructions to, or adverse claims or demands upon, the Escrow Agent with respect to the release of the Escrow Shares, the Escrow Agent shall be entitled to refuse to comply with any such instruction, claim or demand unless instructed to the contrary by the Stockholders and the Company jointly, and in so refusing the Escrow Agent shall not be or become liable in any way to the Stockholders or to the Company for its failure or refusal to comply with any such conflicting instructions or adverse claims or demands, and it shall be entitled to continue so to refrain from acting until such conflicting or adverse demands (a) shall have been resolved by agreement and the E ...