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EXHIBIT 10.18
CARDIAC PATHWAYS CORPORATION
AGREEMENT
This Agreement is made this 18th day of April, 1996, by and between
Xxxxx Xxxxx ("Executive") and Cardiac Pathways Corporation, a California
corporation ("the Company").
WHEREAS, on January 22, 1996, Executive was granted certain stock
options (the "Options") pursuant to the Company's 1991 Stock Plan;
WHEREAS, the Company and Executive have executed a promissory note (the
"First Note");
WHEREAS, the Company desires to assist Executive in paying the taxes
associated with exercise of the Options;
WHEREAS, the Company intends to loan Executive the funds necessary to
pay such taxes pursuant to a promissory note (the "Second Note");
NOW, THEREFORE in consideration of the mutual covenants hereinafter
contained, the Company and Executive agree as follows:
1. Prior to such time as Executive shall be required to remit payment to
the Internal Revenue Service for the taxes associated with exercise of the
Options (the "Taxes"), the Company shall, in exchange for the Second Note, loan
Executive an amount equal to the Taxes; provided, however, that the amount of
such loan shall not exceed $150,000. Except as provided herein, the terms of the
Second Note shall be substantially similar to those of the First Note.
2. Upon sale of the shares, or any portion thereof, underlying the
Options, fifty percent (50%) of the proceeds from such sale shall be applied
against the principal amount of the First Note. If at the time of such sale, no
portion of the principal amount of the First Note remains unpaid, fifty percent
(50%) of the proceeds from such sale shall be applied against the principal
amount due and payable under the Second Note.
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3. The Second Note shall bear interest at a rate equal to the Applicable
Federal Rate for the month in which the Second Note is executed.
IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first set forth above.
XXXXX XXXXX CARDIAC PATHWAYS CORPORATION
/s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Its: President
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