EXHIBIT 10.5
DATA CRITICAL CORPORATION
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
This Amendment to Employment Agreement (the "Amendment") is made as of
February 24, 2000 (the "Effective Date") by and between Xxxxxxx Xxxxxx
("Employee") and Data Critical Corporation, a Delaware corporation (the
"Company").
WITNESSETH
WHEREAS, Employee and the Company are parties to an Employment Agreement
dated as of June 14, 1999 (the "Employment Agreement").
WHEREAS, Employee and the Company wish to amend the Employment Agreement as
set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual consideration, promises,
representations, and covenants set forth herein, the receipt and sufficiency of
which are hereby acknowledged, Employee and the Company agree as follows:
AGREEMENT
1. All capitalized terms used but not defined herein shall have the
meanings given them in the Employment Agreement.
2. Section 1 of the Employment Agreement shall be amended to read in its
entirety as follows:
"1. Term of Agreement. This Agreement shall commence on the date
hereof and shall have a term of five (5) years (the "Original Term"). Prior
to January 1, 2001, the Company may only terminate this Agreement for Cause
(as defined in Section 6 below). Thereafter, subject to Section 5, this
Agreement may be terminated by either party, with or without cause, on
thirty (30) days' written notice to the other party. This Agreement may be
extended for an additional one (1) year term after the end of the Original
Term if the parties mutually agree in writing to such extension."
3. A new Section 5(b)(vi) shall be added to the Employment Agreement to
read in its entirety as follows:
"(vi) Termination After Resignation or Removal of Chief Executive
Officer. If (A) Xxxxxxx X. Xxxxx'x employment with the Company is
terminated for any reason or Xxxxxxx X. Xxxxx no longer holds the position
of Chief Executive Officer of the Company prior to the end of the Original
Term and (B) within the 30-day period immediately following such
termination or change of position Employee elects to
terminate his employment voluntarily, then Employee will be entitled to
receive severance and benefits continuation in accordance with Section
5(b)(ii) hereof as if an Involuntary Termination had occurred. In addition,
in such case, Employee's stock options, including those described in
Sections 4(c)(i), 4(c)(ii), and 4(c)(iii) hereof and all other options
subsequently granted by the Company to Employee, will be accelerated
completely on the date of such Constructive Termination so that one hundred
(100%) of the number of shares of Common Stock covered by all of Employee's
options are fully vested and exercisable."
4. All other provisions of the Employment Agreement shall remain
unchanged and in full force and effect.
The parties have executed this Amendment as of the Effective Date.
DATA CRITICAL Corporation
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Title: President and Chief Executive Officer
Address: 00000 Xxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
XXXXXXX X. XXXXXX
Signature: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Address: 0000 00xx Xxxxxx XX
-----------------------------------
Xxxxxxxx, XX 00000
-----------------------------------
-2-
