EXHIBIT 10.31
[LOGO]
CAMBRIDGE HEART, INC.
MEMO
To: File
From: Xxxx Xxxxxx, X. Xxxxxx Xxxx
CC: Xxx X. Xxxxx, Xxxxxxx Xxxxxxx
Date: October 25, 1999
Re: Renewal of X. Xxxxxx Contract
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At the meeting of October 21, 1999 the Board authorized the renewal of X.
Xxxxxx'x employment contract dated September 1, 1993. This renewal in
accordance with recommendations of the Compensation Committee dated September 8
(attached) and other actions at that meeting.
This memo clarifies some items not specified in the recommendations of the
Compensation Committee. These items are in italics.
1. Contract. The Contract is renewed for three years THROUGH SEPTEMBER 1,
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2000.
2. Base Salary. The Base Salary is increased to $215,000 RETROACTIVELY TO
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SEPTEMBER 1, 1999.
3. Bonus. No change to attached.
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4. Immediate Stock Option Grant. 100,000 shares vesting over four years,
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consistent with the Company's Stock Option Plan. APPROVED AS OF THE
TELEPHONIC BOARD MEETING OF OCTOBER 5, 1999. EXERCISE PRICE OF $2.94.
5. Annual Stock Option Grant. No change to attached.
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6. Severance. Increased from nine to twelve months. ACCELERATED VESTING OF
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UNVESTED SHARES FOR TERMINATION DUE TO A CHANGE IN CONTROL. ACCELERATED
VESTING OF 50% OF THE UNVESTED PORTION IN THE EVENT OF A CHANGE IN CONTROL
WITHOUT TERMINATION.
/s/ Xxxx Xxxxxx /s/ X. Xxxxxx Xxxx
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Xxxx Xxxxxx, CEO X. Xxxxxx Xxxx, Director
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6. Severance. Increased from nine to twelve months.
Please indicate agreement with your signature below.
/s/ Xxxx Xxxxxx /s/ X. Xxxxxx Xxxx
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Xxxx Xxxxxx CEO X. Xxxxxx Xxxx
Director
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
Director
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Director
