ICU MEDICAL, INC.
2005 LONG TERM RETENTION PLAN
1. Purpose of this Plan
The purpose of the ICU Medical, Inc. 2005 Long Term Retention Plan is to assist ICU Medical, Inc. in
motivating and retaining key Employees and Consultants by providing long term incentive compensation.
2. Definitions and Rules of Interpretation
2.1 Definitions. This Plan uses the following defined terms:
“Adjusted Bonus Amount” means the Bonus Amount as adjusted in accordance with Sections
6.1 or 6.2
“Administrator” means the Board or the Committee or Officer to whom the Board or the
Committee delegates authority to administer this Plan.
“Affiliate” means a “parent” or “subsidiary” (as each is defined in Section 424 of the Code) of
the Company and any other entity that the Board or Committee designates as an “Affiliate” for purposes of this
“Award Certificate” means a certificate in the form of Annex A to this Plan evidencing the
award of an Incentive Bonus and stating the Bonus Amount, the Trigger Price and the date of the award.
“Board” means the board of directors of the Company.
“Bonus Amount” means the dollar amount of an Incentive Bonus initially determined by the
“Cause” means (i) a Participant’s intentional, willful and continuous failure to substantially
perform his or her reasonable assigned duties (other than any such failure resulting from incapacity due to physical
or mental illness or any failure after the Participant gives notice of termination for Good Reason), which failure is
materially and demonstrably injurious to the Company, and which failure is not cured within 30 days after a
written demand for substantial performance is received by the Participant from the Administrator which
specifically identifies the manner in which the Administrator believes the Participant has not substantially
performed the Participant’s duties; (ii) a Participant’s intentional and willf