Edgar Filing: ICU MEDICAL INC/DE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
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[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

ICU Medical, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ICU MEDICAL, INC.
951 CALLE AMANECER
SAN CLEMENTE, CALIFORNIA 92673
-----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 11, 2007
-----------------------------

This Annual Meeting of Stockholders of ICU Medical, Inc. (the ''Company'') will
be held by means of remote communication on the Internet at the Company's web
site, www.icumed.com, and by conference telephone at (800) 901-5259, passcode
30035235, on Friday, May 11, 2007 at 9:00 a.m., Pacific Daylight Time, for the
following purposes:

1. To elect two directors of the Company to serve for a term of three
years and until their successors have been elected and qualified;

2. To ratify the selection of McGladrey & Pullen LLP, the independent
registered public accounting firm for the Company for the year ending
December 31, 2007;

3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.

The Board of Directors has determined that only holders of Common Stock
of record at the close of business on March 26, 2007 will be entitled to receive
notice of, and to vote at, the Annual Meeting or any adjournment thereof.

YOU MAY ATTEND THE ANNUAL MEETING BY EITHER CLICKING ON "INVESTORS" AND
THEN CLICKING ON "ANNUAL MEETING" ON OUR WEB SITE, WWW.ICUMED.COM, OR CALLING
(800) 901-5259, PASSCODE 30035235, FROM A TOUCH-TONE TELEPHONE. IF YOU HOLD
STOCK CERTIFICATES REGISTERED IN YOUR OWN NAME, YOU WILL NEED THE CONTROL NUMBER
PRINTED ON THE ATTACHMENT TO THE ENCLOSED PROXY CARD TO VERIFY THAT YOU ARE A
STOCKHOLDER OF RECORD. IF YOUR STOCK IS HELD IN "STREET NAME" BY YOUR BROKER OR
OTHER NOMINEE, YOU WILL NEED TO PROVIDE THE NAME OF YOUR BROKER OR NOMINEE TO
GAIN ACCESS TO THE ANNUAL MEETING.

By Order of the Board of Directors

/s/ Francis J. O'Brien
-----------------------------
Francis J. O'Brien, Secretary

San Clemente, CA
April 9, 2007

YOUR VOTE IS IMPORTANT

Even though you plan to attend the Annual Meeting in person by means of
remote communication, please complete, sign, date and return the enclosed proxy
promptly or submit your proxy over the Internet or by telephone. If you attend
the Annual Meeting electronically, you may withdraw your proxy and vote in
person. You will find information on submitting your proxy over the Internet and
by telephone and information about voting in person at the Annual Meeting on the
reverse side of this notice.

THANK YOU FOR ACTING PROMPTLY

HOW DO I SUBMIT MY PROXY?

You will have the opportunity to attend the Annual Meeting by means of
remote communication and vote during the Annual Meeting if you choose. Whether
or not you vote during the Annual Meeting, it is important that your shares be
represented and voted. If you are a stockholder of record, you can give a proxy
to have your shares voted at the Annual Meeting either:

o by mailing the enclosed proxy card in the enclosed envelope;

o electronically, using the Internet; or

o over the telephone by calling a toll-free number.

The Internet and telephone proxy submission procedures are set up for
your convenience and are designed to verify your identity, to allow you to give
voting instructions, and to confirm that those instructions have been properly
recorded. If you are a stockholder of record and you would like to submit your
proxy by telephone or by using the Internet, please refer to the specific
instructions on the attachment to the enclosed proxy card. Alternatively, you
may submit your proxy by mail by returning your signed proxy in the enclosed
envelope. If we receive your proxy by mail, electronically or by telephone
before the annual meeting, we will vote your shares as you direct.

If you hold your shares in "street name," you must give voting
instructions in the manner prescribed by your broker or nominee. Your broker or
nominee has enclosed or provided a voting instruction card for you to use in
directing the broker or nominee how to vote your shares.

HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?

If you are a stockholder of record, you may vote your shares at the
Annual Meeting by telecopier or facsimile. The procedures for voting during the
Annual Meeting are designed to verify your identity and allow you to vote. You
should retain the attachment to the proxy card enclosed with this Proxy
Statement on which your unique control number appears. You will need to write
this control number on your ballot to verify your identity.

To vote during the meeting, access the Company's website at
www.icumed.com, then click on the Investors tab, and click on the icon that says
"Voting Ballot." You may download and print the ballot. Alternatively, you may
request that a ballot be faxed to you by calling Investor Relations at (800)
824-7890 any time before 4:00 PM PDT on May 10, 2007. After you have marked your
votes and recorded your control number on your ballot, you may fax the ballot to
the Company at (949) 366-8368. Ballots must be received before the polls are
closed during the Annual Meeting to be counted. We anticipate that the polls
will be open from approximately 9:15 to 9:40 AM PDT on May 11, 2007.

Even if you currently plan to attend the Annual Meeting, we recommend
that you also submit your proxy as described above so that your vote will be
counted if you later decide not to attend the Annual Meeting. If you vote by
proxy and then decide to attend the Annual Meeting, you will be able to vote
during the Annual Meeting, even if you have previously submitted your proxy.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

ICU MEDICAL, INC.

951 CALLE AMANECER
SAN CLEMENTE, CALIFORNIA 92673

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of ICU Medical, Inc. (the ''Company'') for
use at the Annual Meeting of Stockholders. That meeting is to be held by means
of remote communication on the Internet at the Company's web site,
www.icumed.com, and by conference telephone at (800) 901-5259, passcode
30035235, on Friday, May 11, 2007 at 9:00 a.m., Pacific Daylight Time, and at
any adjournments thereof, for the purposes set forth herein and in the
accompanying Notice.

The approximate date of mailing of this Proxy Statement and the
accompanying proxy is April 9, 2007. This Proxy Statement was also posted on the
Company's web site, www.icumed.com, on April 9, 2007.

ATTENDANCE BY REMOTE COMMUNICATION

The Annual Meeting will be held entirely by remote communication on the
Internet, as permitted by Delaware law. There will be no physical location at
which stockholders may attend the Annual Meeting, but stockholders may attend
and participate in the meeting electronically. Stockholders who participate in
the Annual Meeting by means of remote communication will be deemed to be present
in person and will be able to vote during the Annual Meeting at the times that
the polls are open. Stockholders who wish to attend the meeting should go to
www.icumed.com, click on the Investors tab and click on the icon that says
"Annual Meeting" or telephone (800) 901-5259, passcode 30035235 at least 10
minutes before the beginning of the meeting to register their attendance and
complete the verification procedures to confirm that they were stockholders of
record as of March 26, 2007, the record date. Stockholders of record will need
to provide the control number on the attachment to the enclosed proxy card to
verify their identity.

Beneficial owners whose stock is held for them in street name by their
brokers or other nominees may also attend the meeting by going to
www.icumed.com, clicking on the Investors tab and clicking on the icon that says
"Annual Meeting" or telephoning (800) 901-5259, passcode 30035235, at least 10
minutes before the beginning of the meeting. Such beneficial owners may not vote
at the meeting, and may only cause their shares to be voted by providing voting
instructions to the persons who hold the beneficial owners' shares for them.
Beneficial owners will need to provide the name of the broker or other nominee
that holds their shares to gain access to the meeting.

There is additional information about voting at the Annual Meeting on
the opposite page. Stockholders may also obtain additional information about
accessing and voting at the Annual Meeting by calling Investor Relations at
(800) 824-7890.

PROXY INFORMATION

A stockholder giving a proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date. The powers of the
proxy holders will be suspended if the person executing the proxy is present at
the Annual Meeting electronically and elects to vote in person. Subject to such
revocation or suspension, all shares represented by each properly executed proxy
received by the Company will be voted in accordance with the instructions
indicated thereon, and if instructions are not indicated, will be voted in favor
of (i) the election of the nominees for director named in, or otherwise
nominated as set forth in this Proxy Statement, (ii) the proposal to ratify the
selection of independent auditors, and (iii) in the discretion of the proxy
holders, on any other business that comes before the meeting.

RECORD DATE AND VOTING

As of March 26, 2007 the outstanding voting securities of the Company
consisted of 14,432,995 shares of $.10 par value Common Stock. Each stockholder
of record at the close of business on March 26, 2007 is entitled to one vote for
each share then held on each matter submitted to a vote of stockholders. The
presence in person electronically or by proxy of holders of a majority of the
issued and outstanding Common Stock will constitute a quorum for the transaction
of such business as shall properly come before the meeting.

Directors are elected by a plurality of the votes of the shares present
in person electronically or by proxy and entitled to vote on the election of
directors. As a result, abstentions have no effect on the election of directors.
Generally, stockholder approval of other matters, such as the ratification of
the selection of independent auditors, requires the affirmative vote of a
majority of the shares present in person or represented by proxy and entitled to
vote on the matter. Shares voted to abstain on such a matter will be treated as
entitled to vote on the matter and will thus have the same effect as ''no''
votes.

The term ''broker non-votes'' refers to shares held by a broker in
street name that are present by proxy but are not voted on a matter pursuant to
rules prohibiting brokers from voting on non-routine matters without
instructions from the beneficial owner of the shares. Broker non-votes on such
matters are not counted as entitled to vote on a matter in determining the
number of affirmative votes required for approval of the matter, but are counted
as present for quorum purposes. The election of directors and ratification of
the selection of independent certified public accountants are generally
considered to be routine matters on which brokers may vote without instructions
from beneficial owners.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to shares of Common Stock
owned as of March 26, 2007, by (i) each person who, insofar as the Company has
been able to ascertain, beneficially owned more than five percent of the
outstanding Common Stock, (ii) each director, (iii) each nominee for election as
a director, (iv) each named executive officer, and (v) all directors and
executive officers as a group. Unless otherwise indicated in the footnotes
following the table, and subject to community property laws where applicable,
the Company believes that the persons as to whom the information is given have
sole voting and investment power over the shares listed as beneficially owned.
The business address of the George A. Lopez, M.D. Second Family Limited
Partnership, the Lopez Family Trust and George A. Lopez, M.D. is 951 Calle
Amanecer, San Clemente, California 92673.

SHARES PERCENT
OWNED OF
BENEFICIALLY CLASS(1)
------------ --------

George A. Lopez, M.D........................................................ 4,026,487 (2) 23.4%
George A. Lopez, M.D. Second Family Limited Partnership .................... 1,186,843 (3) 8.1%
Neuberger Berman, Inc....................................................... 1,954,719 (12) 13.4%
605 Third Avenue, New York, NY 10158-3698
Columbia Wanger Asset Management, L.P....................................... 1,784,400 (12) 12.2%
227 West Monroe Street, Suite 3000, Chicago, IL 60606
Barclay's Global Investors NA............................................... 935,664 (12) 6.4%
45 Fremont Street, San Francisco, California 94105
Jack W. Brown............................................................... 50,625 (4) *
John J. Connors............................................................. 29,375 (5) *
Michael T. Kovalchik III, M.D............................................... 45,437 (4) *
Joseph R. Saucedo........................................................... 39,375 (4) *
Richard H. Sherman, M.D..................................................... 112,176 (4) *
Robert S. Swinney, M.D...................................................... 47,125 (4)(6) *
Richard A. Costello......................................................... 62,127 (7) *
Scott E. Lamb............................................................... 5,510 (8) *
Francis J. O'Brien.......................................................... 85,453 (9) *
Steven C. Riggs............................................................. 52,991 (10) *
All directors and executive officers as a group (11 persons)..................... 4,604,320 (11) 26.0%

* Less than one percent
(1) Based on total shares of Common Stock outstanding plus outstanding options
to acquire Common Stock currently exercisable or exercisable within 60
days held by the beneficial owner whose percent of outstanding stock is
calculated.
(2) Includes options to acquire 2,600,541 shares. Also includes the 1,186,843
shares owned by the Partnership, as to which shares Dr. Lopez disclaims
any beneficial ownership except to the extent described in Note (3).
Includes 49,251 shares owned by the Lopez Family Trust. Dr. George A.
Lopez is trustee and beneficiary of the Family Trust. Includes 173,950
shares held by Dr. Lopez as Trustee of the Lopez Charitable Remainder
Trust #1 for the benefit of Dr. Lopez.
(3) Dr. George A. Lopez is the general partner of the George A. Lopez, M.D.
Second Family Limited Partnership (the "Partnership") and holds a
one-percent general partnership interest in the Partnership. As general
partner, he has the power to vote and power to dispose of the 1,186,843
shares owned by the Partnership and may be deemed to be a beneficial owner
of such shares. Trusts for the benefit of Dr. Lopez's children, the
Christopher George Lopez Children's Trust and the Nicholas George Lopez
Children's Trust, own a 99% limited partnership interest in the
Partnership. Dr. Lopez is not trustee of and has no interest in his
children's Trusts. Except to the extent of the undivided one percent
general partnership interest in the assets of the Partnership, Dr. Lopez
disclaims any beneficial ownership of the shares owned by the Partnership
(4) Includes options to acquire 39,375 shares.
(5) Includes options to acquire 24,375 shares.

(6) Does not include 750 shares owned by Dr. Swinney's wife as to which he has
no voting or investment power and disclaims any beneficial ownership.
(7) Includes options to acquire 62,127 shares.
(8) Includes options to acquire 5,000 shares.
(9) Includes options to acquire 77,472 shares.
(10) Includes options to acquire 52,750 shares.
(11) Includes options to acquire 3,068,389 shares.
(12) Information included solely in reliance on information included in a
Statement on Schedule 13D or 13G filed with the Securities and Exchange
Commission by the indicated holder.

None of the Company's shares owned by its directors or officers has been
pledged as security and Company policy prohibits pledging or hypothecating any
of the Company's securities owned by its directors and officers.

ELECTION OF DIRECTORS

NOMINEES AND DIRECTORS

Two directors, of the seven directors currently constituting the Board
of Directors, are to be elected at the Annual Meeting and to hold office until
the 2010 Annual Meeting and until their successors are elected and qualified.
The Company's Board of Directors is divided into three classes. Each year a
different class of directors is elected at the Annual Meeting to a three-year
term.

In the election of directors, the proxy holders intend to vote for the
election of George A. Lopez, M.D. and Robert S. Swinney, M.D., who are now
members of the Board and whose current terms of office are expiring. It is not
anticipated that the nominees will decline or be unable to serve as directors.
If, however, that should occur, the proxy holders will vote the proxies in their
discretion for any nominee designated to fill the vacancy by the Company's
Nominating/Corporate Governance Committee.

CURRENT
DIRECTOR TERM
NAME AGE SINCE EXPIRES PRINCIPAL OCCUPATION
------------------------------------- --- -------- -------- ---------------------------------------------

George A. Lopez, M.D. .............. 59 1984 2007 Chairman of the Board, President and Chief
Executive Officer of the Company

Jack W. Brown....................... 67 1992 2009 Former Chairman of the Board and President of
Gish Biomedical, Inc., a manufacturer of
disposable medical devices

John J. Connors, Esquire............ 67 1992 2008 Patent Attorney, founder, Connors &
Associates, a legal services firm

Michael T. Kovalchik III, M.D. ..... 61 1989 2008 Physician and Director of Davita Healthcare
Kidney Center, Torrington, Connecticut;
Chairman Ethics Committee, Charlotte
Hungerford Hospital, Torrington, Connecticut

Joseph R. Saucedo .................. 63 2001 2008 Chairman and President of Bolsa Resources,
Inc., a management consulting firm

Richard H. Sherman, M.D. ........... 60 1990 2009 Physician and Assistant Chair, Department of
Medicine, Bay Health Medical Center, Milford
Memorial Hospital, Milford, Delaware

Robert S. Swinney, M.D. ............ 61 1998 2007 Intensive Care Unit Physician Specialist and
member of the faculty of the Los Angeles
County-University of Southern California
Medical Center

Dr. Lopez is the founder of the Company and has served as Chairman of
the Board, President and Chief Executive Officer for more than five years. Dr.
Lopez has held various offices and served as a director of the Company since its
founding in 1984 with some interruptions in service.

Messrs. Brown, Connors and Saucedo and Drs. Kovalchik, Sherman and
Swinney have been engaged in their current occupations for more than five years.
Mr. Connors previously served as a director from December 1988 to July 1989. Dr.
Swinney previously served as a director from 1989 to October 1995.

COMPENSATION DISCUSSION AND ANALYSIS

The Company's policy in compensating executive officers is to establish
methods and levels of compensation that will provide strong incentives to
promote the profitability and growth of the Company and reward superior
performance and that are sufficiently competitive to attract, retain and
motivate highly competent management personnel. Compensation of executive
officers includes base salary, performance-based incentive bonuses, stock
options, and discretionary deferred compensation.

Base salaries are generally set at no less than the median base salary
for similar positions in other companies of comparable size, but may be adjusted
upwards or downwards for factors such as business experience, longevity with the
Company, tenure in the position and unique requirements of the position as
compared to similar positions in other companies.

Upon achievement of performance objectives, officers receive, in
addition to base salaries, bonuses based on a percentage of their base salaries.
Those bonuses, if earned, are generally set at an amount to yield total cash
compensation to the officers at an amount substantially above the median total
cash compensation for similar positions in other companies, after considering
the same factors as are considered in setting base compensation. Additional
amounts may be paid in certain circumstances for unusual achievements. Incentive
bonuses are intended to align the interests of the executive officers with the
objectives of the Company, which are based on what the Company believes will
produce the best return for the Company's stockholders.

Until 2004, stock options were a significant part of compensation to
officers. Use of stock-based programs has been substantially curtailed starting
after the first half of 2005, and only a limited number of stock options were
granted in 2006.

The 2005 Long Term Retention Plan ("LTRP") was established in 2005 as a
discretionary deferred compensation plan under which discretionary cash payments
may be made to officers who continue to be employed by the Company six years
after an award is made. The award may become payable sooner in certain
circumstances, and, at the discretion of the Chief Executive Officer or, in the
case of awards to the Chief Executive Officer, the Compensation Committee may
not be paid at all. The LTRP is intended to provide a strong incentive to the
Company's officers to remain with the Company, which the Company believes is
beneficial for the Company's stockholders.

In setting compensation levels for executive officers, the Company
considers each element of compensation separately as well as the aggregate value
of all elements of compensation for each individual. Amounts realized or
realizable from awards under prior bonus or incentive plans, including stock
options, are not considered in setting current compensation levels.

The Company does not provide pension or other post-retirement benefits,
other than matching contributions under the Company's 401(k) retirement plan.
The Company does not provide, except to the limited extent described in this
discussion, any significant perquisites or other personal benefits to its
officers.

The Company has not set any guidelines for ownership of its securities
by directors or officers. It does prohibit pledging or hypothecating any
securities owned by any of its employees or directors or "short selling" of its
securities by any of its employees or directors.

EMPLOYMENT AGREEMENTS

The Company enters into employment agreements with each named executive
officer other than the Chief Executive Officer for semi-annual periods ending on
June 30 and December 31, and they may be renewed for successive six-month
periods upon expiration, unless terminated. The employment agreement with the
Chief Executive Officer is for an annual period ending December 31 and may be
renewed for an annual period upon expiration unless terminated. The agreements
may be terminated by the Company on sixty days notice. They provide for base
salary and a bonus payable in cash based on achievement of performance goals.

The annual base salary is set forth in the Summary Compensation Table.
There was no change in the base salaries of Dr. Lopez and Mr. O'Brien for 2006,
as the Company decided to pay a higher proportion of their compensation as
performance-based bonuses in recognition of their influence on the Company's
performance. The base salaries of Messrs. Costello, Riggs and Lamb were
increased because of general market increases and increased job
responsibilities.

PERFORMANCE-BASED BONUSES

Officers other than Dr. Lopez could receive, in addition to base
salaries, semi-annual performance bonuses in amounts ranging from 20% to 33% of
their semi-annual base salaries. The Company has set the semi-annual performance
bonus to be awarded to Dr. Lopez at 100% of his semi-annual base salary, which
is a higher percentage of his base salary than that awarded to other officers,
because it believes that in view of his overall responsibility for the success
of the Company, it is appropriate that a larger portion of his compensation be
contingent on performance. No specific performance goals were established for
2006, but the bonus was paid for the first semi-annual period in 2006 upon the
Company's conclusion that its financial performance for the semi-annual period
was satisfactory. Key elements of financial performance that were considered
were sales, sales growth, operating profit and growth in operating profit, net
income and growth in net income, cash flow from operations and levels of
accounts receivable and inventories.

The Company may also pay amounts to its officers for unusual
achievements. In addition, the semi-annual bonus for the second half of 2006 was
accelerated and paid in July 2006 (see below). No additional bonus was paid for
the second half of 2006.

Payment of performance-based cash bonuses ("Target Bonuses") to Dr.
Lopez and Mr. O'Brien was approved by the Compensation Committee of the Board of
Directors (the "Committee") on March 22, 2006 and by the stockholders of the
Company on May 12, 2006. The Target Bonuses are to be paid for each of the five
years ending December 31, 2006 through 2010 if the closing price of the
Company's Common Stock on the last trading day of such year is equal to or
higher than the target stock price ("Target Price") for such year established by
the Committee. The Company will not pay the Target Bonuses for any year if the
Closing Price for such year is not equal to or higher than the Target Price for
such year. The Target Price is a price for the Common Stock that is higher than
the market price at the time it is set by the Committee and that the Committee
believes could be achieved as a result of superior financial performance. The
Target Bonuses are intended to satisfy the requirements for qualified
performance-based compensation of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and therefore will not be subject to the
limitations on tax-deductible compensation. The conditions for payment of the
Target Bonuses will be deemed to be met in the event of an acquisition of the
Company in which holders of the Company's Common Stock receive cash or other
consideration for the Common Stock with a value equal to or higher than the
Target Price for the year in which the acquisition is completed. The Company
will not pay the Target Bonus for any year to Dr. Lopez if he is not serving as
Chief Executive Officer of the Company or to Mr. O'Brien if he is not serving as
Chief Financial Officer of the Company, in each case on the last trading day of
such year unless the conditions for payment of the Target Bonuses are deemed to
be met in connection with an acquisition of the Company. The business criterion
on which the performance goal is based is the price of the Company's Common
Stock. The maximum amounts of the Target Bonuses that can be paid for any year
on achievement of the performance goal are $1,000,000 for Dr. Lopez and $500,000
for Mr. O'Brien. The Committee believes that these Target Bonuses will provide
benefits to the stockholders by encouraging Dr. Lopez and Mr. O'Brien to promote
and strengthen the Company's investor and public relations, which may lead to
improved market performance of the Company's Common Stock. The Committee
approved Target Bonuses in 2006 of $550,000 for Dr. Lopez and $250,000 for Mr.
O'Brien, payable if the Target Price was achieved. The Target Price was not
achieved, and the Target Bonuses were not paid.

The Company approved a special performance bonus of $231,000 payable to
Mr. Riggs upon implementation of "ChangeMaker," a specific engineering process
improvement program. This bonus had not been earned by December 31, 2006, but
will be paid in the future if earned.

In addition to the semi-annual performance bonuses described above, the
Company paid special bonuses in July 2006 because of the Company's strong
financial performance in the first half of 2006. Of the amounts paid, officers
received the following amounts: Dr. Lopez $125,000; Mr. O'Brien $21,750; Mr.
Costello $18,750; Mr. Lamb $17,000; Mr. Riggs $17,325. These amounts were
calculated as approximately 50% of the semi-annual performance bonus. In
addition, payment of the semi-annual performance bonuses for the second half of
2006 was accelerated and paid in July 2006; the amounts were: Dr Lopez $250,000;
Mr. O'Brien $43,500; Mr. Costello $37,500; Mr. Lamb $16,400; Mr. Riggs $34,650.
Further, the Compensation Committee approved acceleration of the payment to Dr.
Lopez of $300,000 that had been awarded under the LTRP.

STOCK OPTIONS

The Company substantially curtailed grants of stock options starting
after the first half of 2005. Under Statement of Financial Accounting Standards
No. 123 (revised 2004), SHARE-BASED PAYMENT ("FAS123R"), compensation expense is
recorded for stock options commencing as of January 1, 2006. Prior to that date,
it was not required to record compensation expense related to stock options.
Because the compensation expense of stock options is now required to be charged
to income, the Company decided to use its ample cash resources for compensation
rather than incur the dilution of stockholders' equity and earnings per share
that results from the use of stock options.

The Company believes that stock-based compensation is often preferred
by its officers, and will, from time to time, grant stock options to its
officers, particularly to officers who have not received significant awards of
stock options in the past. Accordingly, it granted options to purchase 20,000
shares of Common Stock to Mr. Lamb in 2006. Because the Company views those
options as a long-term incentive, they are not scheduled to vest until five
years from grant date.

LONG-TERM RETENTION PLAN

The LTRP was established in 2005 as a discretionary deferred
compensation plan under which discretionary cash payments may be made to
officers six years after an award is made. Under the Plan, the Compensation
Committee shall periodically determine, after advice from and consultation with
the Chief Executive Officer ("CEO"), the award to each participant, except that
the Compensation Committee shall determine the award to the CEO, without advice
from or consultation with the CEO. The amounts of the annual awards are
discretionary, and do not bear a relationship to the officers' other
compensation or performance.

Awards are payable, except with respect to the CEO, at the sole
discretion of the CEO on the sixth anniversary of the award, or sooner if Dr.
Lopez ceases to be CEO. The award to the CEO is payable at the sole discretion
of the Compensation Committee on the sixth anniversary of the award or if he
ceases to be CEO except if he voluntarily terminates his employment or resigns
as CEO. To receive payment of an award, a participant must be an employee of the
Company at the time payment is due. The maximum amounts of the awards may be up
to 200% of the award amounts based upon increases in the price of the Company's
Common Stock or market capitalization.

Awards to named executive officers in 2006 were as follows: Dr. Lopez
$301,000; Mr. O'Brien $200,000; Mr. Costello $200,000; Mr. Lamb $150,000; and,
Mr. Riggs $300,000. Maximum awards are 200% of these amounts.

PAYMENTS ON CHANGE IN CONTROL

The Company has a written agreement with Dr. Lopez which generally
provides that, if within 36 months after a change in control of the Company, as
defined in the agreement, his employment is terminated involuntarily or, after
certain negative changes in condition of employment occur, voluntarily, he will
be entitled to three times his annual salary and bonus, payment of bonus through
date of termination and continuation of benefits for three years, and any stock
options he holds will vest in full. In addition, if any payments are subject to
excise tax under Section 4999 of the Code, he will be entitled to a "gross up"
of payments to offset the effect of the excise tax. The Company will not be
entitled to a tax deduction for any payments made under the agreement that are
subject to excise tax.

SUMMARY COMPENSATION TABLE

The following table shows all compensation awarded to, earned by or
paid to each of the Company's principal executive officer, principal financial
officer and the next three most highly compensated executive officers whose 2006
total compensation exceeded $100,000 (collectively, the "named executive
officers"). All amounts are included in the year earned rather than the year
actually paid; a portion of certain amounts, other than salary, may be paid in
the following year.

SUMMARY COMPENSATION TABLE

NON-EQUITY
INCENTIVE
PLAN ALL OTHER
OPTION COMPEN- COMPEN-
NAME AND POSITION YEAR SALARY BONUS AWARDS (1) SATION SATION TOTAL
----------------- ---- ---------- -------- ---------- ----------- ----------- -----------

George A. Lopez, 2006 $500,000 $625,000 $ 12,445 $329,816(2) $1,467,261
M.D.
Chairman of the
Board, President and
Chief Executive
Officer

Francis J. O'Brien 2006 290,000 108,750 0 5,336 (3) 404,086
Secretary, Treasurer
and Chief Financial
Officer

Richard A. Costello 2006 215,000(8) 93,750 0 4,086 (4) 312,836
Vice President of
Sales

Scott E. Lamb 2006 164,000 49,800 26,676 $ 65,600 (7) 3,466 (5) 309,542
Controller

Steven C. Riggs 2006 231,000 86,625 0 92,400 (7) 2,453 (6) 412,478
Vice President of
Operations

(1) Options to acquire shares of Common Stock of the Company. See Notes 2 and 3
in the Company's Consolidated Financial Statement included in its Annual
Report to Shareholders for assumptions made in valuation of stock options.

(2) Includes $300,000 acceleration of payment under the Long Term Retention
Program. Includes Company matching contributions under Section 401(k)
retirement plan for employees of $5,000. Includes $24,480 of expenses paid
by the Company in sponsoring Dr. Lopez's participation in a spear fishing
team, and $907 life insurance and disability insurance for the benefit of
Dr. Lopez.

(3) Includes $5,000 Company matching contribution under section 401(k)
retirement plan, and $336 life insurance and disability insurance for the
benefit of Mr. O'Brien.

(4) Includes $3,750 Company matching contribution under section 401(k)
retirement plan, and $336 life insurance and disability insurance for the
benefit of Mr. Costello.

(5) Includes $3,130 Company matching contribution under section 401(k)
retirement plan, and $336 life insurance and disability insurance for the
benefit of Mr. Lamb.

(6) Includes $2,117 Company matching contribution under section 401(k)
retirement plan, and $336 life insurance and disability insurance for the
benefit of Mr. Riggs.

(7) Paid based on achievement of cost savings for products manufactured at the
Salt Lake City, Utah plant.

(8) Annual base salary adjusted to $250,000 as of June 1, 2006.

GRANTS OF PLAN-BASED AWARDS

The following table presents awards in 2006 under the Company's various
incentive award plans.

2006 GRANTS OF PLAN-BASED AWARDS

All other
Option Closing Grant
Awards: Market date
Number of Exercise Price on Fair
Estimated Future Payouts Under Securities Price of Grant Value of
Grant Non-Equity Incentive Plan Underlying Option Date Option
Name Date Awards (2) Options (3) Awards (1) Awards
----------------------- ------- ------------------------------- ----------- -------- -------- --------
Threshold Target Maximum
--------- ------- -------

George A. Lopez, M.D.
Performance Bonus (2) 3/22/06 0 550,000 550,000
Francis J. O'Brien
Performance Bonus (2) 3/22/06 0 250,000 250,000
Scott E. Lamb
Stock Option 8/8/06 20,000 40.96 41.10 $355,674

(1) Under the terms of the Company's 2003 Stock Option Plan (the "2003 Plan"),
options are granted at an option price no less than 100% of the Fair Market
Value of the shares on the grant date. Fair Market Value was generally
defined in the 2003 Plan as the mean between the highest and lowest sales
price of the shares on any established stock exchange or quoted on a
national market system. On January 26, 2007, the 2003 Plan was amended to
change the definition of Fair Market Value to the closing price on the date
of grant.

(2) Performance bonus payable if the Closing Price of the Company's stock on
the last trading day of 2006 is equal to or higher than the "Target Price".
The Target Price was not achieved and the bonus was not paid.

(3) Options to purchase Common Stock of the Company were granted in 2006 to
employees under the 2003 Plan , which provides for the grant of options to
purchase up to 1,500,000 shares. The exercise price of options granted
under the 2003 Plan is the fair market value of the Common Stock on the
date of grant. All options granted under the 2003 Plan in 2006 expire ten
years from issuance and vest on the fifth anniversary of issuance. The
Company granted options to purchase 40,000 shares of Common Stock under the
2003 Plan in 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table contains information about stock options of the
Company held at December 31, 2006, by the named executive officers of the
Company

2006 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

George A. Lopez, M.D. 541 $ 5.54 1/1/1999 1/31/08
48,982 8.17 1/1/1999 1/2/09
101,017 8.17 1/1/2002 1/2/09
975,000 8.17 1/1/2002 1/2/09
16,512 10.67 1/1/2003 9/2/10
133,488 10.33 1/1/2003 12/20/10
300,000 14.63 9/9/01-03 (1) 9/9/11
75,000 18.63 12/9/01-03 (1) 12/9/11

NUMBER OF NUMBER OF
SECURITIES SECURITIES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED OPTION OPTION OPTION
OPTIONS OPTIONS EXERCISE VESTING EXPIRATION
NAME EXERCISABLE UNEXERCISABLE PRICE DATE DATE
---- ----------- ------------- --------- --------------------- ----------
75,000 19.46 3/9/02-04 (1) 3/9/12
75,000 25.62 6/8/02-04 (1) 6/8/12
75,000 23.77 9/10/02-04 (1) 9/10/12
75,000 28.62 12/9/02-04 (1) 12/9/12
75,000 33.55 3/8/03-12/31/04 (2) 3/8/13
75,000 30.18 6/9/03-12/31/04 (2) 6/9/13
50,000 36.03 9/9/03-12/31/04 (2) 9/9/13
50,000 36.87 12/9/03-12/31/04 (2) 12/9/13
50,000 26.15 3/9/04-06 (1) 3/9/14
50,000 32.68 6/9/04-12/31/04 (2) 6/9/14
50,000 29.27 9/9/04-12/31/04 (2) 9/9/14
50,000 34.18 12/9/04-12/31/04 12/9/14
100,000 31.20 10/16/04 4/16/14
100,000 32.92 10/16/05 4/16/15
-----------
2,600,540
===========

Francis J. O'Brien 972 14.29 1/1/02 1/2/10
1,500 29.16 11/01/02-04 (1) 11/01/12
12,500 36.04 1/1/04 9/20/13
12,500 30.35 1/1/04 2/5/14
12,500 29.57 9/2/04 9/2/14
12,500 32.61 1/1/07 4/8/15
12,500 31.20 10/16/04 4/15/15
12,500 32.92 10/16/05 4/16/15
-----------
77,472
===========

Richard A. Costello 13 7.29 1/1/03 11/19/08
1,114 10.90 1/1/02 1/12/10
15,000 23.90 9/13/11 (3) 9/13/12
10,000 36.04 1/2/04 9/20/13
1,000 36.17 9/2/03-12/31/04 9/28/13
10,000 30.35 1/2/04 2/5/14
10,000 29.57 1/2/04 9/2/14
10,000 32.61 1/1/07 4/8/15
10,000 31.20 10/16/04 4/16/15
10,000 32.92 10/16/05 4/16/15
----------- -------------
62,127 15,000
=========== =============

Scott E. Lamb 1,500 37.83 12/31/04 1/31/15
3,500 32.92 10/16/05 4/16/15
20,000 40.96 8/8/11 8/8/16
----------- -------------
5,000 20,000
=========== =============

NUMBER OF NUMBER OF
SECURITIES SECURITIES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED OPTION OPTION OPTION
OPTIONS OPTIONS EXERCISE VESTING EXPIRATION
NAME EXERCISABLE UNEXERCISABLE PRICE DATE DATE
---- ----------- ------------- --------- --------------------- ----------
Steven C. Riggs 1,500 14.29 1/1/02 1/1/10
2,500 15.27 5/22/01-03 (1) 5/22/11
3,750 16.13 11/6/01-03 (1) 11/6/11
4,250 12.92 9/14/01-03 (1) 9/14/11
3,750 25.80 6/12/02-04 (1) 6/12/12
7,500 30.32 1/2/03-12/31/04 (2) 1/2/13
8,000 30.09 6/4/03-12/31/04 (2) 6/4/13
3,750 29.86 7/1/03-12/31/04 (2) 7/1/13
3,500 36.04 9/20/03-12/31/04 (2) 9/20/13
1,000 35.75 10/5/03-12/31/04 (2) 10/5/13
3,500 29.57 9/2/04-12/31/04 (2) 9/2/14
3,500 33.77 12/31/04 2/13/15
3,500 31.20 10/16/04 4/16/15
7,000 32.92 10/16/05 4/16/15
-----------
57,000
===========

(1) Vested one-third annually.

(2) Vesting schedule one-third annually, with vesting of unvested shares at
12/31/04 accelerated to 12/31/04.

(3) Vests September 13, 2011. May become exercisable sooner upon achievement of
certain performance goals as specified in the option agreement.

OPTION EXERCISES

The following table contains information about stock options of the
Company exercised during 2006, by the named executive officers of the Company.

2006 OPTION EXERCISES

EXERCISE EXERCISE NUMBER OF SHARES VALUE REALIZED
NAME DATE PRICE ACQUIRED ON EXERCISE ON EXERCISE
--------------------- -------- -------- -------------------- --------------
George A. Lopez, M.D. 1/3/06 $10.25 17,056 $508,025
1/9/06 5.54 1,000 37,458
6/26/06 5.54 25,613 908,535
6/27/06 5.54 3,527 125,097
6/28/06 5.54 12,495 443,516
6/29/06 5.54 58,365 2,076,539
9/13/06 5.54 2,339 92,293
9/18/06 5.54 9,295 366,866
9/19/06 5.54 18,442 727,690
9/20/06 5.54 43,924 1,742,885
10/12/06 5.54 68,711 2,923,700
10/13/06 5.54 27,444 1,167,292
10/16/06 5.54 3,304 140,300
-------- ------------
291,515 $11,260,196
======== ============

Richard A. Costello 3/8/06 7.29 4,000 $110,833
12/14/06 7.29 3,000 100,555
12/15/06 7.29 1,400 46,559
-------- ------------
8,400 $257,947
======== ============

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

As described in Compensation Discussion and Analysis, the Company has
arrangements with Dr. Lopez to make certain payments in the event of a change in
control of the Company. If the change in control and termination of employment
had occurred at December 31, 2006, the following payments would be payable to
Dr. Lopez.

Dr. Lopez would receive payment based on three times salary and bonuses
of $3,375,000, and payments under the LTRP of $1,001,000, payable immediately,
or in bi-monthly installments over a six year period, at the election of Dr.
Lopez. Annual benefits with an approximate annual cost of $2,179 would continue;
these consist of dental insurance ($367), life insurance ($336) and disability
insurance ($1,476). All stock options held by Dr. Lopez are already vested, so
no additional options would vest. If any of these payments are subject to excise
tax under Section 4999 of the Internal Revenue Code of 1986 as amended, Dr.
Lopez would be entitled to sufficient payments to offset the entire affect of
the excise tax. The Company does not believe that any of these payments would be
subject to excise tax under Section 4999 of the Internal Revenue Code of 1986,
as amended, because Dr. Lopez's taxable income is sufficient to qualify for the
"safe harbor" provisions of Section 4999. Under Section 162(m) of the Internal
Revenue Code of 1986, as amended, the Company would not be entitled to a tax
deduction for any amounts paid to Dr. Lopez to the extent that such payments
plus other compensation in the year of termination of employment exceed $1
million.

COMPENSATION OF DIRECTORS

The following table shows all compensation awarded to, earned by or
paid to each of the Company's directors in 2006.

2006 COMPENSATION OF DIRECTORS

FEES EARNED
OR PAID ALL OTHER
NAME IN CASH COMPENSATION TOTAL
------------------------------ ----------- ------------ --------
Jack W. Brown $39,875 $12,000 $51,875
John J. Connors 40,375 12,000 52,375
Michael T. Kovalchik III, M.D. 45,375 12,000 57,375
Joseph R. Saucedo 49,125 12,000 61,125
Richard H. Sherman, M.D. 43,375 12,000 55,375
Robert S. Swinney, M.D. 37,250 12,000 49,250

At December 31, 2006, directors held options to purchase shares of
common stock of the Company as follows: Mr. Brown 39,375; Mr. Connors 24,375;
Dr. Kovalchik 39,375; Mr. Saucedo 39,375; Dr. Sherman 39,375; and, Dr. Swinney
39,375.

During 2006, the Company paid directors who were not employees of the
Company an annual retainer of $24,000, payable currently, an annual retainer of
$12,000 payment of which is deferred until termination of service on the Board
of Directors and which is reported in the above table as "All Other
Compensation," plus $1,000 per day for attendance at meetings of the Board and
$500 if the meeting is conducted telephonically. Pay for attendance at meetings
of Committees of the Board is $750 per day and $375 if the meeting is conducted
telephonically. Each Chairperson of a Committee of the Board also receives an
annual retainer of $5,000 plus additional pay for attendance at each meeting of
the Committee of $750 per day and $375 if the meeting is conducted
telephonically.

The Board has suspended grants of options to purchase common stock of
the Company under the 2001 Directors Stock Option Plan.

CERTAIN TRANSACTIONS

Under the Company's written Code of Conduct and Ethics for Officers, an
officer may not engage in any transaction with the Company unless approved by a
disinterested majority of the Board of Directors after full disclosure. This is
consistent with the Company's policy of requiring adherence to the highest
standard of business ethics and conduct.

LIFE INSURANCE

Dr. Lopez is the owner of a $3 million life insurance policy on his
life. The Company has in the past advanced funds to pay the premium on the
policy. The Company has a collateral assignment entitling it to recover,
generally from the value of the policy, all premiums paid on the policy. Because
of legislative changes, the Company has ceased paying premiums on the policy,
and has not reached agreement with Dr. Lopez on the disposition of the policy.
The 2003, 2004, 2005 and 2006 premiums have not been paid. The total premiums
paid to date are $479,000 and the net surrender value of the policy is
approximately $519,000.

SPORTS PROMOTION

The company sponsors competitive free-diving and spear fishing teams
that support Dr. Lopez's participation in free-diving and spear fishing
competitions. Dr. Lopez holds several records for depths achieved in
free-diving, which is diving without underwater breathing equipment and has held
several spear fishing records. The Company's name and logo are featured on the
apparel and equipment of the teams, and the Company is prominently identified in
videos and other records of competitions that the teams enter. The Company
believes its corporate image is enhanced by publicity generated by the teams'
activities and that it should sponsor these teams. Expenses incurred to sponsor
the teams include costs of training trips and travel to competitions,
accommodations and living expenses, compensation to competition officials and
team members, equipment costs and boat charter expenses. In 2006 the Company
incurred approximately $24,480 of expenses in sponsoring the spear fishing team.
Dr. Lopez receives no compensation for participation in the teams' activities
over and above his normal compensation for service as the Company's Chief
Executive Officer.

CORPORATE GOVERNANCE

DIRECTOR INDEPENDENCE

All Directors of the Company, except Dr. Lopez, who serves as Chairman
of the Board of Directors and President and Chief Executive Officer of the
Company, are independent directors under the listing standards of the Nasdaq
Stock Market System.

The Board of Directors has an Audit Committee, which consists of
Messrs. Brown, Connors and Saucedo (Chairman). The Board has determined that all
members of the Audit Committee are independent directors under the listing
standards of the Nasdaq Stock Market System.

BOARD MEETINGS AND COMMITTEES AND ATTENDANCE AT MEETINGS

During 2006, the Board met fourteen times. Each director attended more
than 75% of the total of all meetings of the Board and any committees on which
he serves.

It is the policy of the Company to invite and encourage all members of
the board of directors to attend the annual meeting. In 2006, six directors
attended the annual meeting.

CODE OF ETHICS

The Board of Directors has adopted a Code of Business Conduct and
Ethics for Officers, and a copy is available on the Company's website,
www.icumed.com.

NOMINATING / CORPORATE GOVERNANCE COMMITTEE

The Nominating/Corporate Governance Committee (the "Nominating
Committee") consists of Drs. Kovalchik, Sherman (Chairman) and Swinney, each of
whom the Board of Directors has determined is independent under the listing
standards of the Nasdaq National Market System. The Nominating Committee
operates pursuant to a written charter adopted by the Board of Directors on July
25, 2003, a copy of which can be found on the Company's web site,
www.icumed.com. The Nominating Committee's role is to recommend to the Board of
Directors policies on Board composition and criteria for Board membership, to
identify individuals qualified to serve as directors and approve candidates for
director and to recommend directors for appointment to committees of the Board
of Directors. The Nominating Committee also makes recommendations to the Board
of Directors concerning the Company's corporate governance guidelines and codes
of ethics and business conduct, oversees internal investigations of conduct of
senior executives, if necessary, and conducts evaluations of the performance of
the Board of Directors. The Nominating Committee met twice in 2006.

In evaluating and determining whether to recommend a person as a
candidate for election as a director, the Nominating Committee considers, among
other things, relevant management and/or industry experience; values such as
integrity, accountability, judgment and adherence to high performance standards;
independence pursuant to the guidelines set forth in the listing standards of
the Nasdaq National Market System; ability and willingness to undertake the
requisite time commitment to Board service; and an absence of conflicts of
interest with the Company.

The Nominating Committee may employ a variety of methods for
identifying and evaluating nominees for director. The Nominating Committee will
assess the need for particular expertise on the Board of Directors, the upcoming
election cycle of the Board and whether any vacancies on the Board of Directors
are expected due to retirement or otherwise. In the event that vacancies are
anticipated, or otherwise arise, the Nominating Committee will consider various
potential candidates for director that may come to the Nominating Committee's
attention through current directors, the Company's professional advisors,
stockholders or others.

The Nominating Committee will consider candidates recommended by
stockholders. The deadlines and procedures for stockholder recommendations of
director candidates are the same as those described below under "Nomination of
Directors and Stockholder Proposals." Following verification of the stockholder
status of persons proposing candidates, the Nominating Committee will make an
initial analysis of the qualifications of any candidate recommended by
stockholders or others pursuant to the criteria summarized above to determine
whether the candidate is qualified for service on the Company's Board before
deciding to undertake a complete evaluation of the candidate. Other than the
verification of compliance with procedures and stockholder status, and the
initial analysis performed by the Nominating Committee, a potential candidate
nominated by a stockholder will be treated like any other potential candidate
during the review process by the Nominating Committee.

The Nominating Committee has approved the nominations of George A.
Lopez, M.D. and Robert S. Swinney, M.D. for reelection as directors at the
Annual Meeting. The Nominating Committee considered the candidates' past
contributions to the Board of Directors, their willingness to continue to serve
and the benefits of continuity in the membership of the Board of Directors and
determined that the reelection of the two candidates was appropriate.

AUDIT COMMITTEE

The Board of Directors has an Audit Committee, which consists of three
directors, Messrs. Brown, Connors and Saucedo (Chairman) all of whom are
independent directors as defined under the listing standards of the Nasdaq
National Market System. As more fully described in the Audit Committee Charter,
the Audit Committee oversees the accounting and financial reporting processes of
the Company and audits of its financial statements. The Audit Committee met five
times in 2006.

The Company's Board of Directors adopted a revised Audit Committee
charter on July 25, 2003, a copy of which can be found on the Company's web
site, www.icumed.com.

The Board of Directors has determined that Joseph R. Saucedo is an
"audit committee financial expert" and is "independent," as both those terms are
defined by Securities and Exchange Commission regulations.

AUDIT COMMITTEE REPORT

The Company's audited consolidated financial statements are included in
the Company's Annual Report to Shareholders and Form 10-K. The Audit Committee
has reviewed and discussed those financial statements with management of the
Company and has discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, COMMUNICATION WITH AUDIT
COMMITTEES, as amended. Further, the Committee has received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standards No. 1, INDEPENDENCE DISCUSSIONS WITH
AUDIT COMMITTEES, as amended, and has discussed the independent auditor's
independence with them. Based on these reviews and discussions, the Audit
Committee has recommended to the Board of Directors that the audited
consolidated financial statements be included in the Company's Annual Report to
Stockholders and Form 10-K.

April 6, 2007
AUDIT COMMITTEE
Joseph R. Saucedo, Chairman
John J. Connors
Jack W. Brown

COMPENSATION COMMITTEE

The Board of Directors has a Compensation Committee, consisting of
Messrs. Brown, Connors and Saucedo, Drs. Kovalchik (Chairman), Sherman and
Swinney. The Board has determined that all members of the Compensation
Committee, none of whom are employees, former employees of, or consultants to,
the Company are independent directors under the listing standards of the Nasdaq
Stock Market System. The Compensation Committee operates pursuant to a written
charter adopted by the Board of Directors on July 25, 2003, a copy of which can
be found on the Company's web site, www.icumed.com. The Compensation Committee
discharges the responsibilities of the Board of Directors relating to executive
and director compensation. It reviews the performance of the Company and the
Chief Executive Officer, sets performance objectives, establishes the
compensation of the Chief Executive Officer, recommends to the Board of
Directors the compensation of the other executive officers and authorizes the
grant of options to employees and awards under the Company's 2005 Long-Term
Retention Plan and other bonus and incentive plans. Prior to making it
recommendations for officers other than the Chief Executive Officer, the
Compensation Committee will receive recommendations from the Chief Executive
Officer as to the amounts and types of compensation and other awards for those
officers. The Compensation Committee met five times in 2006.

COMPENSATION COMMITTEE REPORT

The Company's Compensation Discussion and Analysis (CD&A) is included
elsewhere in this Proxy Statement. The Compensation Committee has reviewed and
discussed the CD&A with management of the Company. Based on these reviews and
discussions, the Compensation Committee has recommended to the Board of
Directors that the CD&A be included in this Proxy Statement.

April 8, 2007
COMPENSATION COMMITTEE
Michael T. Kovalchik III, M.D., Chairman
Jack W. Brown
John J. Connors
Joseph R. Saucedo
Richard H. Sherman, M.D.
Robert S. Swinney, M.D.

SHAREHOLDER COMMUNICATIONS

The Company's Board of Directors has an established process for
stockholder communications and it can be found on the Company's web site,
www.icumed.com.

In the past year, the Board of Directors did not receive any
stockholder communications that it considered material and therefore took no
action.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than 10% of the
Company's Common Stock to file reports on prescribed forms regarding ownership
of and transactions in the Common Stock with the Securities and Exchange
Commission and to furnish copies of such forms to the Company. Based solely on a
review of the forms received by it, the Company believes that with respect to
2006 all Section 16(a) filings were filed on a timely basis.

SELECTION OF AUDITORS

The Audit Committee of the Board of Directors of the Company has
selected McGladrey & Pullen LLP ("McGladrey"), as the independent registered
public accounting firm of the Company for the year ending December 31, 2006, and
has further directed that management submit that selection for ratification by
the stockholders at the Annual Meeting. McGladrey audited the Company's
financial statements for the first time in 2005. Representatives of McGladrey
are expected to be present at the Annual Meeting and will have an opportunity to
make a statement if they so desire and respond to appropriate questions.

On May 26, 2005, Deloitte & Touche LLP ("Deloitte") resigned as the
Registrant's independent registered public accounting firm.

Deloitte's report on the Company's financial statements for either of
the past two years did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting
principles.

During the Company's past two years and the subsequent interim period
to the date of Deloitte's resignation, there have not been any disagreements
with Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Deloitte's satisfaction, would have caused Deloitte to make
reference to the subject matter of the disagreements in connection with its
report, and there have not been any "reportable events" as defined in paragraph
(a)(1)(v) of Item 304 of Regulation S-K.

On May 26, 2005, the Company's Audit Committee engaged McGladrey as the
Company's independent registered public accounting firm for the year ending
December 31, 2005.

The decision to change the independent registered independent public
accounting firm was approved by the Company's Audit Committee.

During the past two years and the subsequent interim period up to its
engagement, the Company has not (and no one on its behalf has) consulted with
McGladrey on the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or any matter that was
either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of
Regulation S-K or reportable event as described in paragraph (a)(1)(v) of Item
304 of Regulation S-K.

FEES PAID TO AUDITORS

It is the policy of our Audit Committee to have the engagement of our
independent registered public accounting firm to perform any audit or non-audit
services approved in advance by the Audit Committee. Such approval authority is
delegated to the Chairman of the Audit Committee on behalf of the Audit
Committee as permitted by the Audit Committee Charter.

McGladrey was our independent registered public accounting firm in
2005. Fees billed by McGladrey in 2006 and 2005 are as follows:

2006 2005
-------- --------

Audit fees - financial statements $440,099 $126,500
Audit fees - internal controls over financial reporting 638,098 290,033
Audit related fees -0- -0-
Tax fees -0- -0-
All other fees -0- -0-

Deloitte was our independent auditor in 2004. Fees billed by Deloitte
in 2005 for services through the date of their resignation are as follows:

2005
--------
Audit fees - financial statements $191,100
Audit fees - internal controls over financial reporting 128,025
Audit related fees 6,150
Tax fees 49,452
All other fees -0-

Audit related services:
SEC filings 1,650
Accounting consultation 4,500
$ 6,150

The engagement for all audit related services was approved in advance
by our Audit Committee.

OTHER MATTERS

The Company knows of no other matters to be brought before the Annual
Meeting. If any other matters are properly presented for action, the persons
named in the accompanying proxy intend to vote on such matters in their
discretion.

ANNUAL REPORT

The Company's Annual Report for the year ended December 31, 2006 is
being mailed to all stockholders together with this Proxy Statement. The
Company's Annual Report is also posted on the Company's web site,
www.icumed.com.

THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND RELATED SCHEDULES, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST IN WRITING FROM ANY PERSON
WHO WAS A HOLDER OF RECORD, OR WHO REPRESENTS IN GOOD FAITH THAT HE OR SHE WAS A
BENEFICIAL OWNER, OF COMMON STOCK OF THE COMPANY ON MARCH 26, 2007. ANY SUCH
REQUEST SHALL BE ADDRESSED TO THE SECRETARY OF THE COMPANY AT 951 CALLE
AMANECER, SAN CLEMENTE, CA 92673. THE COMPANY'S ANNUAL REPORT ON FORM 10-K IS
ALSO POSTED ON THE COMPANY'S WEB SITE, WWW.ICUMED.COM.

NOMINATION OF DIRECTORS AND
SUBMISSION OF STOCKHOLDER PROPOSALS

Any stockholder who intends to nominate persons for election as
directors at an annual meeting shall give timely written notice to the Secretary
of the Company setting forth (a) as to each nominee whom the stockholder
proposes to nominate for election or reelection as a director, (i) the name,
age, business address and residence address of the nominee, (ii) the principal
occupation or employment of the nominee, (iii) the class and number of shares of
capital stock of the corporation which are beneficially owned by the nominee and
(iv) any other information concerning the nominee that would be required under
the rules of the Securities and Exchange Commission in a proxy statement
soliciting proxies for the election of such nominee; and (b) as to the
stockholder giving the notice, (i) the name and record address of the
stockholder and (ii) the class and number of shares of capital stock of the
Company which are beneficially owned by the stockholder. Such notice shall
include a signed consent of each such nominee to serve as a director of the
Company, if elected. The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the Company to determine
the eligibility for such proposed nominee to serve as a director of the Company.
Any stockholder who intends to propose any business at a meeting shall give
timely written notice to the Secretary of the Company setting forth as to each
matter the stockholder proposes to bring before the meeting (i) a brief
description of the business to be brought before the meeting and the reasons for
conducting the business at the meeting, (ii) the name and record address of the
stock holder giving the notice, (iii) the class and number of shares of capital
stock of the Company that are beneficially owned by the stockholder, and by any
other stockholders known by the stockholder giving the notice to be supporting
the proposal and (iv) any material or financial interest of the stockholder in
such business. Either of the notices described above will be timely if it is
delivered to or mailed and received at the Company's executive offices not less
than 50 days nor more than 75 days prior to the date of the annual meeting,
unless the Company has given less than 60 days notice or prior public disclosure
of the date of the meeting, in which case the notice must be received by the
Company not less than 10 days after notice of the meeting was mailed or public
disclosure of the date of the meeting was made. A proposal that a stockholder
wants the Company to include in the Proxy Statement for the 2008 Annual Meeting
must be received by the Company at its principal executive offices by December
11, 2007 or if the date of the annual meeting is changed by more than 30 days
from May 11, then the deadline is a reasonable time before the Company begins to
print and mail its proxy materials, to be included in the Proxy Statement for
that meeting, and all other conditions for such inclusion must be satisfied.

SOLICITATION OF PROXIES

The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made by mail, telephone or telegram and personally by
directors, officers and other employees of the Company, but such persons will
not receive compensation for such services over and above their regular
salaries. The Company will reimburse brokers, banks, custodians, nominees and
fiduciaries holding stock in their names or in the names of their nominees for
their reasonable charges and expenses in forwarding proxies and proxy material
to the beneficial owners of such stock.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Francis J. O'Brien
-----------------------------
Francis J. O'Brien, Secretary