EMPLOYMENT AGREEMENT
EXHIBIT 10.17
This EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Cardiovascular Systems, Inc. (the
“Corporation”) and ____________ (“Employee”).
RECITALS
A. The Corporation is engaged in the business of designing, developing, manufacturing and marketing
its Orbital Atherectomy System.
B. The Corporation, through its research, development and expenditure of funds, has developed
confidential and proprietary information, including trade secrets.
C. Employee desires to commence his/her employment with the Corporation and the Corporation desires
to employ Employee under the terms and conditions of this Agreement.
E. During his/her employment, Employee will have access to the Corporation’s valuable Confidential
Information (as defined below), may contribute to Confidential Information and acknowledges that
the Corporation will suffer irreparable harm if Employee uses Confidential Information outside
his/her employment or makes unauthorized disclosure of Confidential Information to any third party.
AGREEMENT
In consideration of the above recitals and the promises set forth in the Agreement, the parties
agree as follows:
1. Nature and Capacity of Employment. The Corporation hereby agrees to employ Employee as
______________, pursuant to the terms of this Agreement. Employee agrees to
perform, on a full time basis, the functions of this position, pursuant to the terms of this
Agreement. The employee will report to ______________.
2. Term of Employment. The term of employment under this Agreement shall commence on or
about ______________ with the Employee’s execution of this Agreement and
continue until terminated by either party as provided for in Paragraph 8 hereunder.
3. Base Salary. The full-time base salary for this position currently is ______________ ($_______), payable biweekly, equivalent of
______________ ($_______) per year, less required and authorized deductions and
withholdings. Employee will be eligible for a
performance and salary review approximately one year
following the date of this Agreement.
4. Bonus. Employee will be eligible to participate in the CSI bonus program.
5.
Stock Options. Employee is hereby awarded ____ year options to purchase ______ shares
of common stock of the Corporation at an exercise price equal to the current market price, with 1/3
of said options becoming exercisable at the end of each year from the date of the grant. Employee
must be employed on such date for the options to become exercisable. Once options become
exercisable they shall remain exercisable until the seventh anniversary of the date they became
exercisable. Further details of the Stock Options will be provided in a separate INCENTIVE STOCK
OPTION AGREEMENT. This stock option is subject to Board of Director approval at their next
regularly scheduled meeting.
6. Employee Benefits; Vacation. Employee will be entitled to participate in all retirement
plans and all other employee benefits and policies made available by the Corporation to its
full-time employees, to the extent Employee meets applicable eligibility requirements. All
payments or other benefits paid or payable to Employee under such employee benefit plans or
programs of the Corporation shall not be affected or modified by this Agreement and shall be in
addition to the annual base salary payable by the Corporation to Employee from time to time under
this Agreement. Employee will be eligible to accrue and use paid vacation pursuant to the
Corporation’s normal vacation accrual policies. Nothing in this Agreement is intended to or shall
in any way restrict the Corporation’s right to amend, modify or terminate any of its benefits or
benefit plans during Employee’s employment.
7. Best Efforts/Undertakings of Employee. During Employee’s employment with the
Corporation, Employee shall serve the Corporation faithfully and to the best of his/her ability and
shall devote his/her full business and professional time, energy, and diligence to the performance
of the duties assigned to him/her. Employee shall perform such duties for the Corporation (i) as
are customarily incident to Employee’s position and (ii) as may be assigned or delegated to
Employee from time to time by the Chief Employee Officer, or his/her designees. During Employee’s
employment with the Corporation, Employee shall not engage in any other business activity that
would conflict or interfere with his/her ability to perform his/her duties under this Agreement (to
include not providing any services to any individual, company or other business entity that is a
competitor, supplier, or customer of the Corporation, except in connection with Employee’s
employment with the Corporation). Furthermore, Employee agrees to be subject to the Corporation’s
control, rules, regulations, policies and programs. Employee further agrees that he/she shall
carry on all business and commercial correspondence, publicity and advertising in the Corporation’s
name and he/she shall not enter into any contract on behalf of the Corporation except as expressly
authorized by the Corporation.
Page 2 of 8
8. Termination of Employment. Employee is employed “at-will.” That is, either Employee or
Corporation may terminate the employment relationship and this Agreement at any time, for any
reason, with or without cause, and with or without advance notice.
9. Return of Property. Immediately upon termination for any reason (or at such earlier
time as requested by the Corporation), Employee shall deliver to the Corporation all of its
property, including but not limited to all work in progress, research data, equipment, models,
prototypes, originals and copies of documents and software, customer information and lists,
financial information, and all other material in his/her possession or control that belongs to the
Corporation or its customers or contains Confidential Information.
10. Confidential Information. “Confidential Information” means any information that
Employee learns or develops or has learned or developed during the course of employment that
derives independent economic value from being not generally known or readily ascertainable by other
persons who could obtain economic value from its disclosure or use, and includes, but is not
limited to, trade secrets, and may relate to such matters as research and development,
manufacturing processes, management systems and techniques of sales and marketing.
Employee agrees not to directly or indirectly use or disclose any Confidential Information for the
benefit of anyone other than the Corporation either during the course of employment or after the
termination of employment. For purposes hereof, Confidential Information shall also include any
information beneficial to the Corporation or its subsidiaries which is not generally known and
shall include, but is not limited to, methods of research and testing, customer lists, vendor lists
and financial information. Employee recognizes that the Confidential Information constitutes a
valuable asset of the Corporation and hereby agrees to act in such a manner as to prevent its
disclosure and use by any person unless such use is for the benefit of the Corporation. Employee’s
obligations under this paragraph are unconditional and shall not be excused by any conduct on the
part of the Corporation, except prior voluntary disclosure to the general public by the Corporation
of the information.
11. Inventions. “Invention” shall mean any invention, discovery, design, improvement,
business method, or idea, whether patentable or copyrightable or not, and whether or not shown or
described in writing or actually or constructively reduced to practice. Employee shall promptly
and fully disclose in writing to the Corporation, and will hold in trust for the Corporation’s sole
right and benefit, any Invention that Employee, during the period of employment and for two (2)
years thereafter, makes, conceives, or reduces to practice or causes to be made, conceived, or
reduced to practice, either alone or in conjunction with others, that:
(1) Relates to any subject matter pertaining to Employee’s employment; or
(2) Relates to or is directly or indirectly connected with the Corporation’s business,
products, processes, or Confidential Information; or
Page 3 of 8
(3) Involves the use of any of the Corporation’s time, material, or facility.
Employee shall keep accurate, complete, and timely records for such Inventions, which records shall
be the Corporation’s property. Employee hereby assigns to the Corporation all of Employee’s right,
title, and interest in and to all such Inventions and, upon the Corporation’s request, Employee
shall execute, verify, and deliver to the Corporation such documents, including without limitation,
assignments, affidavits, declarations, and patent applications, and shall perform such other acts,
including, without limitation, appearing as a witness in any action brought in connection with this
Agreement that is necessary to enable the Corporation to obtain the sole right, title, and benefit
to all such Inventions. Employee agrees, and is hereby notified, that the above agreement to
assign Inventions to the Corporation does not apply to any Invention for which no equipment,
supplies, facility, or Confidential Information of the Corporation’s was used, which was developed
entirely on Employee’s own time, and (a) which does not relate: (i) directly to the Corporation’s
business; or (ii) to the Corporation’s actual or demonstrably anticipated research or development;
or (b) which does not result from any work performed by Employee for the Corporation. Employee has
disclosed and identified in the attached Exhibit A entitled “Inventions and Developments
Prior to Employment with the Corporation” all of the Inventions in which Employee possesses any
right, title, or interest prior to his/her employment with the Corporation or execution of this
Agreement and which are not subject to this Agreement’s terms.
12. Copyrights. Employee agrees that he/she is employed by the Corporation and that any
computer, software, and/or network (including internet) applications, designs, documentation, or
other work of authorship (hereinafter referred to as “Works”) prepared by Employee for the benefit
of the Corporation or its customers or prepared at the request of the Corporation or its customers
(as well as Employee’s contributions to any other Works relating to the Corporation), shall each be
considered “work made for hire” within the meaning of U.S. Copyright law and that all such Works
shall belong to the Corporation. To the extent that any such Works cannot be considered a “work
made for hire,” Employee agrees to disclose and assign, and hereby does assign, to the Corporation
all right, title, and interest in and to such Works, and agrees to assist the Corporation by
executing any such documents or applications as may be useful to evidence such ownership of such
Works. To the extent such Works are based on preexisting work in which Employee has an ownership
interest, Employee grants the Corporation all right, title, and interest in such Works free and
clear of any claim based on the preexisting work. To the extent that any Works cannot be so
assigned under any applicable law, Employee hereby grants an exclusive, perpetual, fully paid,
transferable, sublicenseable, irrevocable, worldwide right and license to use, display, perform,
copy, modify, distribute, sell, create derivative works of, and otherwise exploit the Works.
13. Non-Competition. “Corporate Product” means any product or service, (including any
component thereof and any research to develop information useful in connection with a product or
service) that is being designed, developed, manufactured, marketed or sold by the Corporation or
with respect to which the Corporation has acquired Confidential
Page 4 of 8
Information which it intends to use
in the design, development, manufacture, marketing or sale of a product or service.
“Competitive Product” means any product or service (including any components thereof and any
research to develop information useful in connection with the product or service) that is being
designed, developed, manufactured, marketed or sold by anyone other than the Corporation, and is of
the same general type, performs similar functions, or is used for the same purposes as a Corporate
Product which Employee worked on or assisted the Corporation in marketing or about which Employee
received or had bad knowledge of Confidential Information.
Employee agrees that, during employment and for one (1) year following termination of employment
with the Corporation, whether voluntary or involuntary, Employee will not, directly or indirectly,
attempt to or render services (as an employee, director, officer, agent, partner of or consultant
to, a stockholder of (except a stockholder of a public company in which Employee owns less than
five percent (5%) of the issued and outstanding capital stock of such company) or otherwise) to any
person or entity in connection with the design, development manufacture, marketing or sale of a
Competitive Product that is sold or intended for use or sale in any geographic area in which the
Corporation actively markets a Corporate Product, or intends to actively market a Corporate Product
of the same general type or function.
Employee understands and acknowledges that, at the present time, (i) Corporate Products include the
products currently being sold by the Corporation, and (ii) the geographic market in which the
Corporation is actively marketing its Corporate Products is the United States of America. Employee
understands and acknowledges that the foregoing description of Corporate Products and geographic
market may change, and the provisions of this section shall apply to the Corporate Products and
geographic market of the Corporation in effect upon the termination of Employee’s employment with
the Corporation.
14. Miscellaneous.
14.1 Survival of Restrictions. The parties agree that the obligations and
restrictions contained in Paragraphs 9, 10, 11, 12 and 13 of this Agreement shall survive the
termination of this Agreement and Employee’s employment and shall apply no matter how Employee’s
employment terminates and regardless of whether his/her termination is voluntary or involuntary.
14.2 Remedies. The parties acknowledge and agree that, if Employee breaches or
threatens to breach the terms of Paragraphs 9, 10, 11, 12 and 13 of this Agreement, the Corporation
shall be entitled as a matter of right to injunctive relief and reasonable attorneys’ fees, costs,
and expenses, in addition to any other remedies available at law or equity. The parties further
agree that, if Employee breaches any of the restrictions contained in Paragraph 13 of this
Agreement, then the time period for such restriction shall be extended by the length of time that
Employee was in breach.
Page 5 of 8
14.3 Understandings. Employee acknowledges and agrees that Paragraphs 9, 10, 11, 12
and 13 of this Agreement are reasonable and necessary in order to allow Corporation to protect its
valuable confidential and proprietary information which
comprise trade secrets of Corporation. Employee further acknowledges and agrees that Paragraphs 9,
10, 11, 12 and 13 of this Agreement will not prevent him/her from earning a living. Employee
agrees that the restrictions and obligations in Agreement are reasonable and necessary to protect
the Corporation’s business.
14.4 Integration. This agreement embodies the entire agreement and understanding
among the parties relative to subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter.
14.5 Applicable Law. This Agreement and the rights of the parties shall be governed
by and construed and enforced in accordance with the laws of the state of Minnesota. The venue for
any action hereunder shall be in the state of Minnesota, whether or not such venue is or
subsequently becomes inconvenient, and the parties consent to the jurisdiction of the courts of the
state of Minnesota, County of Hennepin, and the U.S. District Court, District of Minnesota.
14.6 Counterparts. This Agreement may be executed in counterparts and as so executed
shall constitute one agreement binding on the parties hereto.
14.7 Successor and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors and assigns. The Corporation may assign this
Agreement without the consent of Employee. The services to be performed by Employee are personal
and are not assignable by Employee.
14.8 Captions. The captions set forth in this Agreement are for the convenience only
and shall not be considered as part of this Agreement or as in any way limiting or amplifying the
terms and conditions hereof.
14.9 No Conflicting Obligations. Employee represents and warrants to the Corporation
that he/she is not under, or bound to be under in the future, any obligation to any person or
entity that is or would be inconsistent or in conflict with this Agreement or would prevent, limit,
or impair in any way the performance by him/her of obligations hereunder, including but not limited
to any duties owed to any former employers not to compete or use or disclose confidential
information.
14.10 Waivers. The failure of a party to require the performance or satisfaction of
any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement,
shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
14.11 Severability. In the event that any provision hereof is held invalid or
unenforceable by a court of competent jurisdiction, the Corporation and Employee agree that that
part should be modified by the court to make it enforceable to the maximum
Page 6 of 8
extent possible. If the
part cannot be modified, then that part may be severed and the other parts of this Agreement shall
remain enforceable.
14.12 Notices. Any notices given hereunder shall be in writing and delivered or
mailed by registered or certified mail, return receipt requested:
(a) If to the Corporation: The Corporation’s principal place of business, addressed to the
attention of the Chief Executive Officer.
(b) If to Employee: The Employee’s last known address on record with the Corporation.
NOW, THEREFORE, with the intention of being bound hereby, the parties have executed this Agreement
as of the dates set forth below.
| CARDIOVASCULAR SYSTEMS, INC. | ||||||||
By:
|
Date: | |||||||
| Xxxxx X. Xxxxxxxx It’s Chief Financial Officer |
||||||||
| EMPLOYEE: | ||||||||
| Date: | ||||||||
Page 7 of 8
EXHIBIT A
INVENTIONS AND DEVELOPMENTS PRIOR TO EMPLOYMENT
WITH THE CORPORATION
WITH THE CORPORATION
In the space provided below, please disclose and identify all of the Inventions in which you
currently possess any right, title, or interest and which you believe are not subject to the terms
and conditions of the attached Employment Agreement.
If none, please write NONE.
I verify that the information I have written above is truthful and complete.
Date:
|
Signed: | |||||||
| Print Name: | ||||||||
Page 8 of 8
