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EXHIBIT 10.26
August 7, 1996
PERSONAL & CONFIDENTIAL
Xx. Xxxxxxx Xxxxx
c/o Cardiometrics, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Re: Amendment to Your Employment Agreement
Dear Meno:
This letter is intended to amend certain terms of your employment
agreement with Cardiometrics, Inc., formerly a California corporation, but
currently a Delaware corporation (the "Company"), which is set forth in that
certain letter, dated as of December 13, 1990, from Xxxxx Xxxxx to you (the
"Employment Agreement"), as amended by those certain amendment letters, dated
June 26, 1991, November 26, 1991, September 4, 1992, November 1, 1992 and
October 11, 1993 from Xxxxx Xxxxxxxx to you, and my amendment letters to you
dated August 31, 1995 and September 1, 1995 (collectively, the "Amendments to
the Employment Agreement"):
Paragraph 2 of the Employment Agreement is hereby deleted and
amended in its entirety to read as follows:
"2. Commencing February 1, 1996, your salary as
President and Chief Executive Officer of the Company will be
at a pre-tax rate equal to $13,958.33 per month until
otherwise adjusted by the Compensation Committee of the Board
of Directors of the Company."
Paragraph 5 of the Employment Agreement is hereby deleted and
amended in its entirety to read as follows:
"5. As with all other Company employees, employment
with the Company is not for a specific term and can be
terminated by either you or the Company at any time for any
reason, with or without cause. However, in the event the
Company terminates your employment without cause (as defined
below), you shall be entitled to: (a) salary continuation from
the Company for up to twelve (12) months following the date of
such termination at the monthly salary rate established as of
(i) the date hereof, or (ii) the date upon which your
employment is so terminated, whichever is greater; provided,
however, that such salary continuation payments shall cease
upon your becoming employed on a full-time basis with another
employer; and, provided, further, however, that such salary
continuation payments shall be made for a period of at least
six (6) months from the date of such termination even if you
become employed by another employer within six (6) months of
such termination; and (b) continue to participate in the
Company's benefit plans for up to twelve (12) months following
the date of such termination; provided, however, that such
continued participation in the Company's benefit plans shall
cease upon your becoming employed on a full-time basis with
another employer. During any period of salary or benefits
continuation and as partial consideration for such
continuation, you agree to provide the Company with up to four
(4) days of consulting services per month as reasonably
assigned to you by the Company. The Company will reimburse you
for your reasonable your out-
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of-pocket expenses in connection with such requested
consulting services. Your sole compensation for providing such
consulting services shall be the salary and benefits
continuation described in this paragraph and, therefore, your
failure to provide such services shall result in termination
of such salary and benefits continuation notwithstanding any
other terms hereof.
For purposes of this employment agreement,
termination "without cause" shall mean termination for reasons
other than:
(i) your repeated refusal to comply with reasonable
directives of the Board of Directors of the Company, or your
gross negligence or willful misconduct in the performance of
duties assigned to you by the Board of Directors, or your
intentional conduct materially harmful to the Company's
business and affairs, provided that poor achievement of job
objective in itself shall not constitute cause for
termination;
(ii) your violation of any provision of the
Company's proprietary information agreement to the extent that
has caused material harm to the interests of the Company; or
(iii) your conviction of any crime involving moral
turpitude, fraud, or any felony."
Except as otherwise specifically provided herein, all of the
provisions of the Employment Agreement, as amended by the Amendments to the
Employment Agreement, shall remain in full force and effect, and the Employment
Agreement, as amended thereby and hereby, is hereby ratified and confirmed in
all respects. This letter, together with the Amendments to the Employment
Agreement and the Employment Agreement, shall be read together as one document,
and such agreements, together with your executed Proprietary Information and
Inventions Agreement shall constitute the full and entire understanding and
agreement between you and the Company with respect to your employment with the
Company.
If this amendment letter accurately reflects the terms of your
employment with the Company, please sign and return to me the enclosed copy of
this amendment letter.
Sincerely,
CARDIOMETRICS, INC.
/s/ H. Xxxxxxx Xxxxxxx
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H. Xxxxxxx Xxxxxxx
On Behalf of the Compensation Committee
of the Board of Directors
ACCEPTED AND AGREED
/s/ Xxxxxxx Xxxxx
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Xx. Xxxxxxx Xxxxx
Dated: August 7, 1996
