1
EXHIBIT 10.29
August 7, 1996
REVISED OFFER LETTER
VIA FEDERAL EXPRESS
XXXXX XXXXXX XXXX, M.D.
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx:
This letter, when signed by you, will constitute an agreement between Cardiac
Pathways Corporation (the "Company") and you (the "Executive") concerning your
employment.
1. The Company hereby hires the Executive and the Executive hereby accepts
employment as Vice President Chief Medical Officer.
a. The Executive will work full time at Cardiac Pathways Corporation
beginning September 3, 1996.
b. Primary responsibility for this position will include management
of the Company's clinical trials and preclinical trials,
assistance in the areas of advanced research, product planning,
strategic planning and business development. Other
responsibilities for this position will also include interactions
with the Company's institutional investors, analysts and
investment bankers concerning clinical matters.
2. The Company agrees to pay the Executive an annual base salary of
$200,000.00 payable in accordance with the Company's standard payroll
policy. In addition, the Company agrees to pay the Executive a bonus as
follows:
a. $50,000 upon PMA approval by the U.S. FDA of the Company's Cooled
Ablation Catheter and Mapping System for Ventricular Tachycardia.
b. $50,000 upon PMA approval by the U.S. FDA of the Company's Linear
Lesion Catheter for Atrial Fibrillation.
3. 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 Nashville, Tennessee area to the San
Francisco Bay Area.
2
XXXXX XXXXXX XXXX, M.D.
August 7,1996
Page Two
b. Real estate commissions paid by the Executive to the Executive's
real estate broker in connection with the sale of the Executive's
home in Nashville, Tennessee.
c. Closing costs on the purchase of a residential dwelling in the
San Francisco Bay Area during the Employee's tenure at the
Company.
4. After the Executive has purchased a home in the San Francisco Bay Area,
the Company will provide the Executive an optional loan program of
$1,000 per month for a maximum period of sixty (60) months. This loan
will be due on the earlier of (i) seven (7) years from the date of the
first monthly loan, or (ii) three (3) months after the termination of
the Executive's employment with the Company. The loan will bear interest
at the applicable Federal rate as defined in the Internal Revenue Code
of 1986 and the regulations thereunder, and be secured by a trust deed
on the Employee's new residence.
5. The Executive's employment with the Company will be at-will and may be
terminated by the Executive or the Company at any time.
6. The Executive will be eligible to participate in any insurance or other
benefit plan as may be sponsored or maintained by the Company from time
to time for its employees. Cardiac Pathways currently offers medical,
dental, vision, life and long-term disability insurance, a 401k,
flexible benefits and an Employee stock purchase plan.
7. The Company will issue to the Executive an option exercisable for
100,000 shares of Common Stock at $6.25 per share. The grant of this
option is subject to the Board of Director's approval. The stock option
will vest over a four year period with 12/48ths of the shares vesting on
the Executive's one year anniversary date with the Company and an
additional 1/48th 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. The vesting schedule for the stock option will
be further modified by the terms outlined in Sections 8 and 9.
8. a. The term of this Agreement shall commence on your first day of
employment and shall continue until terminated by either party in
accordance with the provisions of this Section 8.
3
XXXXX XXXXXX XXXX, M.D.
August 7, 1996
Page Three
b. This Agreement may be terminated by the Company at any time for
Justifiable Cause (as hereinunder defined) provided that the
Company shall pay the Executive an amount equal to the sum of his
then current base salary as a severance payment for one month
following 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 8(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 8(c) shall be reduced to the extent the
Executive received any other earnings related to employment or
consulting services or other unemployment or disability
compensation during the six month period. The payment of the
Executive of the severance payment described in this Section 8(c)
will discharge all of the Company's obligations (subject to the
provisions noted in Section 9) to the Executive.
d. This Agreement maybe 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.
4
XXXXX XXXXXX XXXX, M.D.
August 7,1996
Page Four
9. Notwithstanding anything set forth in this Section 9, 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 100,000 shares of Common Stock described in
Section 7 above shall be fully and immediately exercisable. For purposes
of this Section 9, an Acquisition shall be defined as a merger,
reorganization, or sale of all or substantially all of the assets of the
Company in which 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 9, 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.
10. 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.
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/ XXXXXX X. XXXXXXX /s/ XXXXX XXXXXX XXXX, M.D.
-------------------------------- -----------------------------------
FOR: Xxxxxxx. N. Xxxxxxxx Xxxxx Xxxxxx Xxxx, M.D.
President and CEO
Enclosure as stated above.
