EXHIBIT 10.29.3
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (the "Amendment") is made
as of February 7, 2002, between Radiance Medical Systems, Inc., a Delaware
corporation (the "Company"), and Xxxxxxx Xxxxx, an individual ("Executive").
RECITALS
WHEREAS, the Company currently employs Executive pursuant to that
certain Employment Agreement dated February 1,1999, as amended on December 10,
1999 and December 22, 2000 (the "Employment Agreement"); and
WHEREAS, the Company is considering a transaction with Endologix, Inc.,
as a result of which is contemplated that the Executive's employment as Chief
Executive Officer of the Company will be terminated; and
WHEREAS, the Company desires to amend the Employment Agreement to ensure
the Executive's continued employment through and to the closing of any such
transaction with Endologix, Inc. as provided in greater detail below;
NOW THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth and for other valuable consideration, the Company and
Executive hereby agree as follows:
AGREEMENT
1. DEFINITIONS.
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to them in the Employment Agreement.
2. AMENDMENT TO SECTION 5 OF THE EMPLOYMENT AGREEMENT.
Section 5 of the Employment Agreement is hereby amended to add a new
Section 5.6 to read in its entirety as follows:
"5.b TERMINATION UPON CERTAIN TRANSACTIONS. In the event that
during the term of this Agreement, the Company consummates an
acquisition of Endologix, Inc., or Endologix, Inc. acquires the Company
(the "Endologix Transaction"), and Executive's employment as Chief
Executive Officer of the Company is terminated in connection therewith:
(a) the Severance Amount payable pursuant to Section 5.5
shall equal Executive's then-current monthly Base Salary
multiplied by the greater of (i) thirteen (13) months,
or (ii) in the event that Executive's termination is
prior to the closing of the Endologix Transaction, that
number of months from the date of Executive's
termination to the date which is thirteen (13) months
after the date of the closing of the Endologix
Transaction;
(b) to the extent not covered by Section 5.5, Executive
shall continue to receive all benefits during the period
set forth in Section 5.6(a)(i) or (ii), whichever
applicable; and
(c) the Company shall forgive the $100,000 loan made to
Executive on or about January 24, 1997, along with all
accrued interest thereon.
In addition, all options not otherwise vested shall continue to vest
while Executive serves as member of the Board of Directors subsequent to
the termination of his employment.
3. OPTIONS. Concurrently with the execution of this Amendment, the
Company shall grant to Executive an incentive stock option for twenty-five
thousand (25,000) shares of the Company's common stock, with an exercise price
equal to the fair market value of such shares on the date hereof, determined in
accordance with the Company's 1996 Stock Option/Stock Issuance Plan. Such
options shall vest one year after the date of grant.
4. MISCELLANEOUS.
(a) Continuing Force and Effect. Except as herein expressly
amended, all terms, covenants and provisions of the Employment Agreement are and
shall remain in full force and effect and all references therein to such
Employment Agreement shall henceforth refer to the Employment Agreement as
amended by this Amendment, This Amendment shall be deemed incorporated into, and
a part of, the Employment Agreement.
(b) Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, we have set our hands hereto as of the date first
above written.
RADIANCE MEDICAL SYSTEMS, INC.
/s/ XXXXXXX X'XXXXXXX
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Xxxxxxx X'Xxxxxxx, Chairman of the Board
EXECUTIVE
/s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
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