Exhibit 10.15
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8200 West Tower Avenue
Milwaukee, WI 53223 U.S.A.
414.355.5000
Fax 414.355.3790
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MARQUETTE
MEMORANDUM OF UNDERSTANDING
This memorandum will serve as a review of our discussions which followed the
business planning meetings the last week in April. Your goal is to scale back on
your day to day business commitment and to complete your relocation to the state
of Washington. To accomplish these goals and also work towards increasing
stockholder value, we have agreed on the following points:
. We will eliminate the Co-President title and function which you hold.
. You will function as a senior advisor to the CEO and COO of Marquette. Your
advisory role will not include any day-to-day operating duties,
particularly with respect to E for M's California operation.
. You agree to work 20 hours a week on Marquette business from your residence
in the state of Washington.
. Your salary will be reduced by 50% to $135,000.
. You will plan on meeting with Mike Cudahy and me on a monthly basis in
Milwaukee (and at each of the other Marquette business locations at least
once per year) to review the progress of the projects that you are working
on and to review our efforts on joint projects.
. You will continue to serve, with Marquette's knowledge, on the boards of
companies that are not in direct competition with Marquette in the areas of
monitoring and cardiology.
. You agree to serve on the Marquette board for five years with no director's
compensation due to you if your advisory work is terminated either
voluntarily or involuntarily.
Initially, your work will focus on: (1) finding a new manager for the
Asia/Pacific; (2) helping to develop the dealership network in the U.S.; (3)
working with QMI to approach HIS companies such as Cerner and HDS to acquire new
CIS business; (4) working on any business development projects that would fit
well with Marquette's core products. This will include acquisitions and
alliances.
I believe that the above reflects our discussions and will be an arrangement
that meets both our needs. Working together to meet our financial goals this
year will be a team effort, and I know all of the divisions managers will
support you when you need this help.
/s/ Timothy C. Mickelson, Ph.D. /s/ Peter P. Tong
__________________________________ _____________________________________
Timothy C. Mickelson, Ph.D. Peter P. Tong
Date: 5/13/96 Date: 4/14/96