Exhibit 10.12
EXECUTIVE EMPLOYMENT
AGREEMENT
This Agreement is executed effective
as of the 1st day of May, 1999 (the “Effective Date”)
by and between SenoRx, Inc., a Delaware corporation (the
“Company”) and Lloyd Malchow (the
“Executive”).
1. Position and Duties . The
Company hereby hires the Executive and the Executive hereby accepts
employment as President and Chief Executive Officer of the Company
and agrees to cause the Executive to be appointed to its Board of
Directors as soon as possible after the date of this Agreement and
to be reelected to the Board at each election for directors held
during the period that the Executive holds the title of President
and CEO.
2. Compensation .
(a) The Company agrees to pay the
Executive and the Executive agrees to accept as compensation for
his services, a monthly base salary of $18,750.00, less applicable
withholding, payable in accordance with the Company’s
standard payroll policy. The first and last payment by the Company
to the Executive shall be prorated, if necessary, to reflect a
commencement or termination date other than the first or last
working day of a pay period. Additionally, at least annually, the
Board of Directors will consider increases in the annual rate of
salary in light of the Executive’s individual performance and
other relevant factors. Executive understands that during the 12
month period following the Effective Date of this Agreement the
Company shall have no cash bonus program and that it is the intent
of the Company and the Board of Directors to institute such a
program for the following years.
(b) The Executive will be entitled
to vacation, fringe benefits and reimbursement for reasonable
out-of-pocket expenses in accordance with the Company’s
practices covering executive personnel, as such may be in effect
from time to time.
3. Options .
(a) Subject to the approval of the
Board of Directors, Executive shall be granted stock options for
654,375 shares of the Company’s Common Stock at the current
market price, as determined by the Board of Directors on the date
of grant. In accordance with the standard policy of the Company,
such options shall be subject to a four (4) year vesting term
with 12/48ths of such options vesting on the one (1) year
anniversary of the grant date for such options with 1/48th of the
total amount of such options to vest monthly thereafter; provided,
however, that Executive remains a “Service Provider” to
the Company as such term is defined in the Company’s 1998
Stock Option Plan.
(b) Within one (1) week
following the grant of such options, Executive agrees to exercise
one-quarter of the options set forth in paragraph 3(a) above (an
amount equal to 163,594 shares of Common Stock) pursuant to the
Company’s early e
