Amended and Restated Employment Agreement for Michael A. Mussallem

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Exhibit 10.2

Amended and Restated Employment
Agreement for Michael A. Mussallem

Edwards Lifesciences Corporation

November 13, 2008

Contents

Amended and Restated Employment Agreement
for Michael A. Mussallem
Edwards Lifesciences Corporation

        This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Restated Agreement") is made, entered into, and is effective as of the 13th day of November, 2008 (the "Effective Date"), by and between Edwards Lifesciences Corporation, a Delaware corporation (the "Company"), and Michael A. Mussallem (the "Executive").

        WHEREAS, the Executive possesses considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

        WHEREAS, the Executive has demonstrated unique qualifications to act in an executive capacity for the Company; and

        WHEREAS, the Company is desirous of assuring the continued employment of the Executive as Chief Executive Officer ("CEO"), and the Executive is desirous of having such assurances; and

        WHEREAS, the Company and the Executive are currently parties to that certain Employment Agreement dated December 2000 (the "Prior Employment Agreement") and desire to amend and restate the terms and conditions of the Prior Employment Agreement so as to bring those terms and conditions into documentary compliance with the final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended and to continue the Executive's employment with the Company upon those amended and restated terms and conditions; and

        WHEREAS, by executing this Restated Agreement, the Executive and the Company hereby agree that this Restated Agreement shall supersede any prior employment arrangement or severance benefits set forth in the Prior Employment Agreement.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

        As used in this Restated Agreement, unless the context expressly indicates otherwise, the following terms have the following meanings:

         1.1   "Base Salary" means, at any time, the then-regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) designated by the Company as payment toward reimbursement of expenses or (ii) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred.

         1.2   "Board" means the Board of Directors of the Company.

         1.3   "Cause" shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of either of the following:

(i)

The Executive's willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(ii)

The Executive's conviction of a felony.

        However, no act or failure to act on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

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         1.4   "Change in Control" has the same meaning as in the Severance Agreement.

         1.5   "Code" means the Internal Revenue Code of 1986, as amended.

         1.6   "Disability" shall have the meaning ascribed to such term in the Executive's governing long-term disability plan, or if no such plan exists, it shall have the meaning ascribed to such term in the Executive's governing long-term disability plan in effect as of the Effective Date.

         1.7   "Employment Term" means the original or extended term of employment of this Restated Agreement as provided in Article 2 herein.

         1.8   "Retirement" means any voluntary termination of the Executive's employment after age fifty-five (55), provided that the Executive has at least a combined ten (10) years of service with the Company and Baxter International, Inc. The Executive's number of years of service with the Company and Baxter International, Inc. shall be determined by calculating the number of complete twelve-month (12) periods of employment from the Executive's original date of hire with Baxter International, Inc. to the Executive's date of voluntary employment termination.

         1.9   "Separation from Service" means the Executive's separation from service as determined in accordance with Code Section 409A and the applicable standards of the Treasury Regulations issued thereunder.

         1.10 "Severance Agreement" means the Amended and Restated Chief Executive Officer Change in Control Severance Agreement as amended and restated as of November 13, 2008 between the Company and the Executive, as amended, or any successor agreement thereto.

         1.11 "Severance Payments" means the payments designated as such in Section 4.3 herein and that may be provided to the Executive pursuant to such section.

         1.12 "Subsidiary" means a corporation, company, or other entity: (i) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are; or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, or unincorporated association), but more than fifty percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

Article 2. Term of Employment Agreement

        This Restated Agreement will commence on the Effective Date first written above, and shall continue in effect until December 31, 2009. Thereafter, this Restated Agreement shall be extended automatically for successive one (1) year terms, unless the Company otherwise notifies the Executive in writing 180 days prior to the occurrence of such automatic extension. In the case where the Company properly notifies the Executive that the Restated Agreement will no longer be extended, the Restated Agreement will terminate at the end of the term, or extended term, then in progress.

        However, in the event a Change in Control occurs during the original or any extended term, this Restated Agreement will remain in effect for twenty-four (24) months beyond the month in which such Change in Control occurred.

Article 3. Employment Duties and Compensation

         3.1    Employment Duties .    During the Employment Term, the Executive shall serve as CEO of the Company. In his capacity as CEO of the Company, the Executive shall report directly to the Board and shall maintain the level of duties and responsibilities as in effect on the Effective Date, or such higher level of duties and responsibilities as he may be assigned during the Employment Term. In his capacity as CEO, the Executive shall have the same status, privileges, and responsibilities normally inherent in such capacity in corporations of similar size and character to the Company.

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        In addition, during the Employment Term, the Executive shall be entitled to the benefits listed in Sections 3.2 through 3.8 herein and be subject to the covenants contained in Section 3.9.

         3.2    Base Salary .    The Company shall pay the Executive an annual Base Salary of at least eight hundred thousand dollars ($800,000) during the Employment Term. The Executive's Base Salary shall be paid in substantially equal installments throughout the year, consistent with the normal payroll practices of the Company. Further, the Base Salary shall be reviewed at least annually following the Effective Date of this Restated Agreement to ascertain whether, in the sole judgment of the Board or the Board's designee, such Base Salary should be changed. If so changed, the Base Salary as stated above shall, likewise, be increased for all purposes of this Restated Agreement.

         3.3    Annual Bonus .    Subject to Section 3.10, the Company shall provide the Executive with the opportunity to earn an annual cash bonus at a level which is in line with the Company's then current compensation philosophies and the then current opportunities provided to other top executives at the Company, and commensurate with the business opportunities and direction of the Company at the time, as determined by the Board or the Board's designee.

         3.4    Long-Term Incentives Including Stock Options .    Subject to section 3.10, the Company shall provide the Executive the opportunity to earn a long-term performance incentive award and/or stock options pursuant to the Company's Long-Term Stock Incentive Compensation Program (as amended, or any successor plans thereto) at a level which is in line with the Company's current compensation philosophies and the opportunities provided to other top executives at the Company, and commensurate with the business opportunities and direction of the Company at the time, as determined by the Board or the Board's designee.

         3.5    Retirement Benefits .    Subject to Section 3.10, the Company shall provide the Executive with participation in all tax qualified retirement plans in effect from time to time, including, but not limited to, the Company's 401(k) Savings and Investment Plan (as amended, or any successor plans thereto), subject to the eligibility and participation requirements of each plan.

        In addition, also subject to Section 3.10, the Company shall provide the Executive with participation in all existing nonqualified retirement plans, in effect from time to time including, but not limited to, the Edwards Lifesciences Executive Deferred Compensation Plan (as amended, or any successor plans thereto).

         3.6    Employee Benefits .    Subject to Section 3.10 and as otherwise provided within the provisions of each of the respective plans, the Company shall provide to the Executive all benefits other employees of the Company are entitled to receive, in accordance with the terms and conditions of any policies or plans applicable to such benefits. Such benefits shall include, but not be limited to, group term life insurance, health insurance, short- and long-term disability insurance and vacation.

        The Executive shall be entitled to the number of weeks of paid vacation per year provided to other top Company executives and in line with competitive market practices for comparably situated executives, but in no event less than five (5) weeks per year.

        The Executive shall likewise participate in any additional benefits as may be established during the Employment Term, by standard written policy of the Company

         3.7    Perquisites .    Subject to Section 3.10, the Company shall provide to the Executive all perquisites that other executives of the Company generally are entitled to receive, and such other perquisites, which are available generally to top executives with the Company and that are suitable to the character of the Executive's position with the Company and adequate for the performance of his duties hereunder. In addition, the Company shall provide the Executive with a monthly car allowance of one thousand one hundred dollars ($1,100), a home security system, and annual membership at two (2) country clubs of the Executive's choice. The car allowance shall be paid on the last payroll date

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each month in accordance with the Company's normal payroll practices. The Executive must submit to the Company receipts and other details of each expense for a home security system and club membership in the form required by the Company within 60 days after the later of (i) the Executive's incurrence of such expense or (ii) the Executive's receipt of the invoice for such expense. If such expense qualifies for reimbursement, then the Company shall reimburse the Executive the expense within 30 days thereafter. In no event will such expense be reimbursed after the close of the calendar year following the calendar year in which that expense is incurred. The amount of reimbursements (or in-kind benefits) to which the Executive may become entitled in any one calendar year shall not affect the amount of expenses eligible for reimbursement (or in-kind benefits to be provided to the Executive) hereunder in any other calendar year. The Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment.

         3.8    Expenses .    The Company shall reimburse the Executive, for all ordinary and necessary expenses in a reasonable amount which the Executive incurs in performing his duties under this Restated Agreement including, but not limited to, travel (including, but not limited to, the cost of chartering a private aircraft when reasonably necessary for Company business), entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies of which the Executive's participation is in the best interests of the Company as determined in good faith by the Executive. The Executive must submit to the Company receipts and other details of each such expense in the form required by the Company within 60 days after the later of (i) the Executive's incurrence of such expense or (ii) the Executive's receipt of the invoice for such expense. If such expense qualifies for reimbursement, then the Company shall reimburse the Executive the expense within 30 days thereafter. In no event will such expense be reimbursed after the close of the calendar year following the calendar year in which that expense is incurred. The amount of reimbursements (or in-kind benefits) to which the Executive may become entitled in any one calendar year shall not affect the amount of expenses eligible for reimbursement (or in-kind benefits to be provided to the Executive) hereunder in any other calendar year. The Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment.

         3.9    Standard of Care .    During the Employment Term, the Executive agrees to devote substantially all of his time, attention, and energies to the Company's business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage. However, subject to Article 5 herein, and subject to prior approval by the Board (except where the Executive was serving as a director of another company as of the Effective Date), the Executive may serve as a director of other companies and participate in civic, religious, and charitable organizations, so long as such service is not injurious to the Company. The Executive covenants, warrants, and represents that, during the Employment Term, he shall:

(a)

Devote his full time and best efforts to the fulfillment of his employment obligations;

(b)

Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties; and

(c)

Do nothing that harms, in any way, the business or reputation of the Company.

        This Section 3.9 shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made.

         3.10    Right to Change Plans .    The Company shall not be obligated by reason of any of the provisions of this Article 3, to institute, maintain, or refrain from c