EXHIBIT 10.35
CERTIFIED COPY OF CORPORATE RESOLUTIONS
At a meeting of the Board of Directors of Arrow International, Inc.
("Corporation"), a corporation organized under the laws of the Commonwealth of
Pennsylvania, duly held on October 27, 2004 at which a quorum was present, the
following resolutions were adopted, which have not been modified or rescinded,
and which are in full force and effect. Said resolutions are not in conflict
with or in contravention of the by-laws, charter, or articles of incorporation
of the Corporation, and are in accord therewith.
WHEREAS, the management of the Corporation and this Board's
Compensation and Human Resources Committee have determined and
recommended to this Board that it would be in the best interest of the
Corporation to adopt and approve the provision of certain additional
benefits to eligible employees of the Corporation who elect to retire on
or between November 10, 2004 and January 31, 2005 (such benefits are
hereinafter referred to as the "Early Retirement Incentive Program");
and
WHEREAS, the Early Retirement Incentive Program shall provide
that any salaried exempt and non-exempt employees in the Corporation's
three (3) locations in the Reading, Pennsylvania vicinity who (a) attain
age fifty-seven (57) or older on or before January 31, 2005 (and are age
fifty-seven (57) or older on their retirement effective date), (b) have
at least five (5) years of vesting service under the Retirement Plan for
Salaried Employees of Arrow International, Inc. ("Salaried Plan") as of
January 31, 2005, (c) elect to retire on or between November 10, 2004
and January 31, 2005, and (d) who agree to execute an agreement and
release of any and all claims against the Corporation, will receive
payments (subject to tax withholding) equal to (i) two (2) weeks pay for
each one (1) year of service with the Corporation and (ii) a lump sum
payment of $20,000; and
WHEREAS, this Board has reviewed a chart prepared by management
which sets forth those employees of the Corporation who would be
eligible to obtain the benefits of the Early Retirement Incentive
Program and the sums which would be paid to any such retiring employee
pursuant to the Early Retirement Incentive Program; and
WHEREAS, in conjunction with its recommendation of the Early
Retirement Incentive Program, the Compensation and Human Resources
Committee of this Board has also recommended the approval of the
following, which shall take effect and shall be applied as to any
eligible employee who elects to retire under the Early Retirement
Incentive Program and who agrees to execute an agreement and release of
any and all claims against the Corporation: (a) an amendment to the
Salaried Plan providing that such eligible employees shall, for purposes
of the Salaried Plan, be treated as if such employee retired at age
sixty-five (65) without any reduction for early commencement of benefits
under Salaried Plan (the "Pension Amendment"), (b) the adoption of a
severance plan providing for payments (subject to tax withholding) equal
to (i) two (2) weeks pay for each one (1) year of service with the
Corporation and (ii) a lump sum payment of $20,000, (c) the vesting of
such employee's stock options, under the Corporation's 1992 Stock
Incentive Plan or 1999 Stock Incentive Plan, which are unvested as of
the effective date of retirement under the Early Retirement Incentive
Program, if any, shall be accelerated so as to vest on the effective
date of such employee's retirement (the "Stock Option Amendment").
WHEREAS, the Early Retirement Incentive Program has been
presented to and received the approval of the Compensation and Human
Resources Committee of this Board and this Board desires, by adopting
these Resolutions, to adopt and approve the Early Retirement Incentive
Program.
NOW, THEREFORE, it is hereby RESOLVED, as follows:
RESOLVED, that the Early Retirement Incentive Program is hereby
approved.
FURTHER RESOLVED, that any one or more of the (a) Chairman of
the Board and Chief Executive Officer, (b) President and Chief Operating
Officer, (c) Senior Vice President-Finance and Chief Financial Officer,
(d) Vice President, Secretary and Treasurer, or (e) Senior Vice
President-Human Resources of this Corporation, or their delegates, are
hereby authorized to execute, deliver and perform, on behalf of the
Corporation, such notices, agreements, plan amendments, releases and
other documents, in such form as he or they may approve, to effectuate
the terms of these Resolutions.
FURTHER RESOLVED, that any of the above-named officers of the
Corporation, or their delegates, be and hereby are authorized to take or
cause to be taken any such actions as any such officer or officers deem
necessary or advisable to carry out and perform the terms and intentions
of the foregoing Resolutions.
FURTHER RESOLVED, that the Directors of this Corporation hereby
approve, ratify and confirm all actions heretofore taken by any
officers, agents or representatives of this Corporation in connection
with the undertakings herein contemplated.
FURTHER RESOLVED, that the Secretary of the Corporation or any
Assistant Secretary of the Corporation is hereby authorized and directed
to certify a copy of the foregoing Resolutions to such persons as the
aforesaid officers of this Corporation deem necessary in order to
effectuate the purposes of such Resolutions and such certified copy
shall be conclusive evidence of the aforesaid authorizations.
I, John C. Long, Secretary of the Corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania, do hereby certify
that the foregoing is a full, true and correct copy of resolutions of the Board
of Directors of the Corporation, duly and regularly called and held on the 27th
day of October, 2004, at which meeting a quorum of the Board of Directors of the
Corporation was at all times present and acting.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary, and
affixed the corporate seal of said Corporation this 29th day of October, 2004.
(CORPORATE SEAL) /s/ John C. Long
Name: John C. Long --------------------------
Title: Secretary