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EXHIBIT 10.30
June 1, 1992
Xxxxxxx Xxxxx
000 Xxxxxx Xxxx Xxxxxx
Xxxxxx Xxxxxx, Xxxxxxxxx 00000
Dear Xxxx:
This letter, when signed by the you, will constitute an agreement between
Cardiac Pathways Corporation (the "Company") and the you (the "Executive")
concerning your employment and will supercede all previous agreements and
discussions.
1. The Company hereby hires the Executive and the Executive hereby accepts
employment as Vice President Software Engineering of the Company.
2. The Company agrees to pay the Executive a monthly base salary of
$9,166.67 payable in accordance with the Company's standard payroll
policy.
3. The Executive's employment with the Company will be at-will and may be
terminated by the Executive or the Company at any time.
4. The Company will issue to the Executive an option exercisable for 75,000
shares of Common Stock at its fair market value on the date of the
grant. The current fair market value of Common Stock is $0.15. The grant
of this option is subject to the Board of Directors' approval. The stock
option will vest over a four year period with 12/48 of the shares
vesting on the Executive's one year anniversary date with the Company
and an additional 1/48 of the total number of shares vesting at the end
of each full month thereafter. The stock option shall be represented by
the Company's standard form of stock option agreement. This vesting
schedule could be modified by the terms outlined in Sections 5 and 6.
5. a. The term of this Agreement shall commence on July 1, 1992 and
shall continue until terminated by either party in accordance
with the provisions of this Section 8.
b. This Agreement may be terminated by the Company at any time for
Justifiable Cause (as hereinafter defined) provided that the
Company shall pay the Executive an amount equal to the sum of his
then current monthly base salary as a severance payment for one
month following
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the date of termination. For the purpose of this Agreement, the
term "Justifiable Cause" shall include the occurrence of any of
the following events: (i) the Executive's conviction for, or plea
of nolo contendere, a felony or a crime involving moral
turpitude, (ii) the Executive's commission of an act of personal
dishonesty or breach of fiduciary duty involving personal profit
in connection with the Company, (iii) the Executive's commission
of an act, or failure to act, which the Executive's supervisor at
the Company shall reasonably have found to have involved
misconduct or gross negligence on the part of the Executive, in
the conduct of his duties hereunder, (iv) habitual absenteeism,
alcoholism or drug dependency on the part of the Executive which
interfere with the performance of his duties hereunder, (v) the
Executive's willful and material breach or refusal to perform his
services as provided herein, (vi) any other material breach of
this Agreement or (vii) the willful and material failure or
refusal to carry out a direct request of the Executive's
supervisor. The payment to the Executive of the severance payment
described in this Section 5(b) will discharge all of the
Company's obligations to the Executive.
c. This Agreement may be terminated by the Company at any time
without justifiable Cause provided that the company shall pay the
Executive an amount equal to the sum of his then current monthly
base pay as a severance payment for a period of six months
following the date of termination, or until the Executive finds
other employment whichever is shorter. Any payments made pursuant
to this Section 5(c) shall be reduced to the extent the Executive
receives any other earnings related to employment or consulting
services or other unemployment or disability compensation during
the six month period. The payment to the Executive of the
severance payment described in this Section 5(c) will discharge
all of the Company's obligations (subject to the provisions noted
in Section 6) to the Executive. If such termination takes place
in the first year of the Executive's employment with the company,
the incentive stock option will vest at 1/48 per month, and the
one year waiting period pursuant to Section 4 shall be waived.
d. This Agreement may be terminated by the Executive at any time
upon 30 days written notice, in which case the Company shall have
no severance or other obligations to the Executive.
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June 1, 1992
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6. Notwithstanding anything set forth in this Section 6, upon the
Executive's involuntary termination of employment from the Company (for
any reason other than for Justifiable Cause) on or after an Acquisition
(as defined below), the 75,000 shares of Common Stock described in
Section 4 above shall be fully and immediately exercisable. For purposes
of this Section 6, an Acquisition shall be defined as a merger,
reorganization, or sale of all or substantially all of the assets of the
Company in which the shareholders of the Company immediately prior to
the transaction possess less than fifty percent (50%) of the voting
power of the surviving entity (or its parent) immediately after the
transaction. The resignation of the Executive after a Constructive
Termination (as defined below) shall be treated as an involuntary
termination of employment under this Section 6. For purposes of this
Section 6, a Constructive Termination shall mean a material reduction in
salary or benefits, a material change in responsibilities, or a
requirement to relocate, except for office relocations that would not
increase the Executive's one-way commute distance by more than
thirty-five (35) miles.
7. As a condition of the Executive's employment, the Executive will also be
required to execute the Company's standard Proprietary Information
Agreement, a copy of which is enclosed with this letter.
8. As additional compensation, the Company will pay up to $2,000 per month,
less applicable withholding to the Executive for the Executive's
temporary living expenses including food, laundry and rent for an
apartment or home in the San Francisco Bay area. The temporary living
expense allowance will terminate when both of the Executive's
Minneapolis homes have sold, up to a maximum of twelve months. The
Company will also pay the cost of several round-trip airplane tickets to
Minneapolis to expedite the transition to the Bay area.
9. The Company will also pay the following expenses, to help move the
Executive to the Bay area:
a. All expenses incurred in moving the Executive's personal
belongings, from the Minneapolis area to the San Francisco Bay
area;
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June 1, 1992
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b. Real estate commissions paid by the Executive to the Executive's
real estate broker in connection with the sale of the Executive's
most recently purchased home in Minneapolis;
c. Closing costs up to $10,000 on the purchase of a residential
dwelling in the San Francisco Bay area during the Executive's
tenure at the Company.
d. The Executive agrees to relocate to the Bay area and start work
on or before August 3, 1992.
10. After the Executive has purchased a home in the San Francisco Bay area,
the Company will lend the Executive each month for a maximum period of
sixty (60) months an amount equal to the difference between the
Executive's monthly mortgage for the Executive's current residence and
the monthly mortgage payment for the Executive's home in the San
Francisco Bay area, up to a maximum of $1,000 per month. This loan will
be due on the earlier of (i) five years from the date of the first
monthly loan, or (ii) six months after the termination of the
Executive's employment with the Company. At the Executive's option, the
loan may be structured in one of two ways. First, it can be a loan
bearing interest at the applicable federal rate as defined in the
Internal Revenue Code of 1986 and the regulations thereunder, or second,
it can be an interest free loan secured by a trust deed on the
Executive's new residence.
If you are in agreement with this proposal, please execute a copy of this letter
and the Proprietary Information Agreement and return them to me as soon as
possible.
Best personal regards,
Cardiac Pathways Corporation Acknowledged and Accepted
By: /s/ XXXXXXX X. XXXXXXXX /s/ XXXXXXX XXXXX
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Xxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx
President
