FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this “Amendment”) to that certain Employment Agreement dated
July 30, 2007 (the “Original Agreement”), is entered into by and between CARDIOGENESIS
CORPORATION, a California corporation (the “Company”) and Xxxxxxx X. Xxxxxxx
(the “Executive”), effective as of July 1, 2009, on the following terms and conditions.
RECITALS
A. Executive is currently employed by the Company pursuant to the Original Agreement; and
B. the Company and Executive desire to amend the Original Agreement to modify Executive’s
title, duties and base salary, as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein,
the Company and Executive, intending to be legally bound, hereby agree as follows:
1. Section 1.1 of the Original Agreement is hereby amended and restated to read in its
entirety as follows:
1.1 EMPLOYMENT. The Company hereby agrees to employ the Executive as the Executive
Vice President, Marketing of the Company, reporting to the Executive Chairman of the
Company, and the Executive accepts such employment and agrees to devote
substantially all his business time and efforts and skills on such reasonable duties
as shall be assigned to him by the Executive Chairman commensurate with such
position. This Agreement shall automatically be extended for additional one (1) year
renewal terms on June 30 of each year (unless sooner terminated pursuant to the
terms and provisions herein) unless either party gives written notice to the other
to terminate this Agreement at least thirty (30) days prior to the end of the
preceding term.
2. Section 1.2(a) of the Original Agreement is hereby amended and restated to read in its
entirety as follows:
(a) Base Salary. For all of the services rendered by Executive hereunder,
Executive’s annual base salary shall be $225,000 (as may be increased by the Board
of Directors from time to time, the “Base Salary”), payable in accordance with the
Company’s ordinary payroll practices (but in any event no less often than monthly).
Such base salary shall not be reduced during the term of this Agreement without the
express written consent of Executive. The Company agrees that Executive’s base
salary and performance will thereafter be reviewed at least annually by the Company
to determine if an increase in compensation is appropriate, which increase shall be
in the sole discretion of the Board of Directors of the Company.
3. Waiver. Pursuant to Section 6.6 of the Original Agreement, Executive hereby
consents to the modifications to his title, duties, reporting obligations and base salary as
reflected in this Amendment, and waives any claim that such modifications constitute “good reason”
under
Section 3.3 of the Original Agreement. Such waiver shall be considered a continuing waiver of
the provisions of Section 3.3 of the Original Agreement and shall apply to the current term of the
Original Agreement and all successive renewal terms thereafter, unless otherwise agreed to in
writing by the Company and Executive.
4. Counterparts. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute one Amendment.
5. Terms and Conditions of the Original Agreement. Except as specifically amended by
this Amendment, all terms and conditions of the Original Agreement shall remain in full force and
effect.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year set forth
above.
| “COMPANY” | ||||||
| CARDIOGENESIS CORPORATION | ||||||
| By: | |
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| Its: | Executive Chairman | |||||
| “EXECUTIVE” | ||||
| |
