Exhibit 10.15
AMENDMENT TO SEVERANCE AGREEMENT
This AMENDMENT TO SEVERANCE AGREEMENT (the "Amendment"), dated as of
November ____, 2001, is between VIDAMED, INC., a Delaware corporation (the
"Company"), and _________________________________ (the "Executive").
A. The Company and the Executive have entered into that certain
Severance Agreement, dated as of ______________, 20____ (the "Severance
Agreement"). Capitalized terms used and not otherwise defined herein will have
the meaning given in Severance Agreement.
B. The Company and the Executive desire and agree to amend the
Severance Agreement in the manner set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. The beginning clause of Section 3.1(a) of the Severance Agreement is
hereby amended to read in its entirety as follows:
Upon or following the occurrence of the Change in Control, if the
Executive elects to terminate his or her position with the Company for
any reason or the Company terminates the Executive's employment other
than for Cause, the Executive shall be entitled to the following:
2. Section 3.1(a)(vi) of the Severance Agreement is hereby amended to read
in its entirety as follows:
The Company will provide outplacement services to the Executive in an
amount not to exceed $15,000.
3. The beginning clause of Section 3.1(a) of the Severance Agreement is
hereby amended to read in its entirety as follows:
Upon or following the occurrence of the Change in Control, if the
Executive elects to terminate his or her position with the Company for
any reason or the Company terminates the Executive's employment other
than for Cause, the Executive shall be entitled to the following:
4. Section 4(a) of the Severance Agreement is hereby amended to read in
its entirety as follows:
Notwithstanding anything contained in this Agreement, in the event that
any payment or benefit (within the meaning of Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended (the "Code")), to the
Executive or for the Executive's benefit paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise
in connection with, or arising out of, the Executive's employment with
the Company or a Change in Control (a "Payment" or "Payments") would be
subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), the Payments shall be reduced (but not below zero) if
and to the extent necessary so that no Payment to be made to the
Executive shall be subject to the Excise Tax (such reduced Payments
being hereinafter referred to as the "Limited Payment Amount");
provided, however, that, such Payments shall only be reduced if such
reduction would result in the Executive receiving a greater net
benefit, on an after-tax basis (including after payment of any excise
tax
imposed by Section 4999 of the Code), than the Executive would have
received had such reduction not occurred. Unless, in connection with
any such reduction, the Executive shall have given prior written notice
specifying a different order to the Company to effectuate the Limited
Payment Amount, the Company shall reduce the Payments by first reducing
those Payments which are not payable in cash, in each case in reverse
order beginning with Payments which are to be paid the farthest in time
from the Determination (as hereinafter defined) and then reducing those
Payments that are payable in cash. Any notice given by the Executive
pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing the
Executive's rights and entitlements to any benefits or compensation.
5. The first sentence of Section 4(b) of the Severance Agreement is hereby
amended to read in its entirety as follows:
An initial determination of the total Payments, whether the Payments
shall be reduced to the Limited Payment Amount and the amount of such
Limited Payment Amount shall be made, at the Company's expense, by the
accounting firm that is the Company's independent accounting firm as of
the date of the Change in Control (the "Accounting Firm").
6. Except as specifically amended by this Amendment, all other provisions
of the Severance Agreement shall remain in full force and effect.
7. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
VIDAMED, INC.
By
--------------------------------------
Xxxxxx X. Xxxx
Board of Directors Compensation Committee
By
--------------------------------------
Xxxxxxx XxXxxxxx
Board of Directors Compensation Committee
EXECUTIVE
----------------------------------------
[Name of Executive]
