Exhibit 10.17
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CardioMEMS, Inc.
75 Fifth Street, NW,
Suite 440
Atlanta, GA 30308
Phone (404) 920-6700
Fax (404) 885-9974
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January 17, 2007
VIA HAND DELIVERY
David R. Stern
CardioMEMS, Inc.
75 Fifth Street, NW,
Suite 440
Atlanta, GA 30308
Re: Employment
Terms
Dear Dave,
This letter agreement (the
“Agreement”) memorializes your employment terms with
CardioMEMS, Inc. (the “Company”) in the position
of Senior Vice President, Research and Development (“Sr. VP
R&D”). This Agreement supersedes and replaces in full the
terms of your April 11, 2001 offer letter agreement with the
Company. This Agreement is effective as of January 17,
2007.
1. Duties; Reporting
Relationship; Office Location.
In the position of Sr. VP R&D,
you serve in an executive capacity and are required to perform the
duties of Sr. VP R&D as commonly associated with this position,
including primary responsibility for the research and development
functions of the Company, and as also may be assigned to you by the
Company’s Chief Executive Officer (“CEO”) from
time to time. You will continue to report to the CEO, and will work
at the Company’s corporate headquarters which are currently
located in Atlanta, Georgia. The Company may change your position,
reporting relationship, duties and work location from time to time
in its discretion.
2. Compensation and
Benefits.
Effective as of January 17, 2007,
your current base salary is $230,000 per annum, subject to payroll
deductions and all required withholdings. Your salary will be paid
semi-monthly.
In addition to the above base
salary, you will be eligible to earn an annual performance bonus of
up to thirty percent (30%) of your base salary, subject to
payroll deductions and all required withholdings (the
“Performance Bonus”). The Performance Bonus is not
guaranteed, and will be based on your and the Company’s
achievement of certain milestones and criteria as determined by the
Company. In addition, you must be an employee in good standing on
the Performance Bonus payment date to earn and be eligible to
receive a Performance Bonus. The Company’s Board of Directors
(“Board”) will determine whether you have earned the
Performance Bonus and the amount of any Performance
Bonus.
You will be eligible to participate
in the Company’s general employee benefits in accordance with
the terms, conditions and limitations of the benefit plans. You
will accrue paid vacation in accordance with the Company’s
policies and practices. The Company may modify your compensation
and benefits from time to time in its discretion.
David R. Stern
January 17, 2007
Page 2
3. Option Grants and Equity
Awards. Any stock options
or other equity awards that you already have been granted by the
Company shall continue to be governed in all respects by the terms
of the applicable grant agreements, grant notices and plan
documents, except as specifically provided in
Section 8(b)(iii) of this Agreement. The Board may grant
additional stock options or other equity awards to you in its sole
discretion.
4. Confidentiality and
Proprietary Information Obligations.
(a) Company Policies and
Proprietary Information Agreement. As a condition of your continued employment, you
agree to continue to abide by all Company policies, rules and
regulations, including but not limited to the policies contained in
the Company’s Employee Handbook. In addition, as a condition
of your continued employment, you must continue to abide by the
Employee Proprietary Information and Inventions Agreement that you
signed in connection with your hire, which is effective as your
first day of employment with the Company (the “Proprietary
Information Agreement”). A copy of the Proprietary
Information Agreement is attached as Exhibit A.
(b) Third Party
Information. In your work
for the Company, you are expected not to use or disclose any
confidential information, including trade secrets, of any former
employer or other third party to whom you have an obligation of
confidentiality. Rather, you are expected to use only that
information which is generally known and used by persons with
training and experience comparable to your own, which is common
knowledge in the industry or otherwise legally in the public
domain, or which is otherwise provided or developed by the Company.
You agree that you will not bring onto Company premises or use in
your work for the Company, any unpublished documents or property
(including but not limited to proprietary information) belonging to
any former employer or other third party that you are not
authorized to use or disclose. By entering into this Agreement, you
represent that you are able to perform your job duties within these
guidelines.
(c) Exclusive
Property. You agree that
all business procured by you and all Company-related business
opportunities and plans made known to you while you are employed by
the Company, shall remain the permanent and exclusive property of
the Company.
(d) Adverse or Outside Business
Activities. Throughout
your employment with the Company, you may engage in civic, academic
teaching and lectures, and not-for-profit activities so long as
such activities do not interfere with the performance of your
duties hereunder or present a conflict of interest with the
Company. You may not engage in other employment or undertake any
other commercial business activities unless you obtain the prior
written consent of the Board. The Board may rescind its consent to
your service as a director of all other corporations or
participation in other business or public activities, if the Board,
in its sole discretion, determines that such activities compromise
or threaten to compromise the Company’s business interests or
conflict with your duties to the Company. In addition, throughout
the term of your employment with the Company, you agree not to,
directly or indirectly, without the prior written consent of the
Board, own, manage, operate, join, control, finance or participate
in the ownership, management, operation, control or financing of,
or be connected as an officer, director, executive, partner,
employee, principal, agent, representative, consultant, licensor,
licensee or otherwise with, any business or enterprise engaged in
any business which is competitive with or which is reasonably
anticipated to be competitive with the Company’s business;
provided, however, that you may purchase or otherwise
acquire up to (but not more than) one percent (1%) of any
class of securities of any enterprise (but without participating in
the activities of such enterprise) if such securities are listed on
any national
David R. Stern
January 17, 2007
Page 3
or regional securities exchange. You
hereby represent and warrant that you have disclosed previously to
the Board all other employment or other commercial business
activities that you already undertake, or intend to undertake (to
the extent currently known by you), during your period of
employment with the Company.
5. No Conflicts.
By signing this Agreement you hereby
represent to the Company that, except as previously disclosed to
the Company: (a) your employment with the Company is not
prohibited under any employment agreement or other contractual
arrangement; and (b) you do not know of any conflicts which
would restrict your employment with the Company. You hereby
represent that you have disclosed to the Company any contract you
have signed that may restrict your activities on behalf of the
Company, and that you are presently in compliance with such
contracts, if any.
6.
Noninterference.
While employed by the Company, and
for one (1) year immediately following the termination of your
employment for any reason, you agree not to interfere with the
business of the Company by: (a) soliciting, attempting to
solicit, inducing, or otherwise causing any employee or consultant
of the Company to terminate any employment or consulting
relationship with the Company for any reason including in order to
become an employee, consultant or independent contractor to or for
any other person or entity; or (b) directly or indirectly
soliciting the business of any customer or prospective customer of
the Company which at the time of your employment termination, or
during the year immediately prior thereto, was listed on the
Company’s customer or prospective customer list.
7. At Will
Employment.
Your employment with the Company is
an “at-will” arrangement and this Agreement does not
constitute a guarantee of employment for any specific period of
time. This means that either you or the Company may terminate your
employment at any time, with or without Cause (as defined in
Section 9(b)), and with or without advance notice. This
“at-will” employment relationship cannot be changed
except in a written agreement approved by the Board and signed by
you and by a duly authorized member of the Board.
8. Severance
Benefits.
(a) General Severance
Benefits. In the event
that, at any time, your employment is terminated by the Company
without Cause, and you are not eligible for the Change of Control
Severance Benefits (as defined in Section 8(b)), you will be
eligible to receive, as your sole severance benefits (the
“General Severance Benefits”), severance pay in the
form of continuation of your base salary in effect as of the
employment termination date for six (6) months, subject to
required payroll deductions and withholdings and paid on the
Company’s normal payroll schedule (provided that, the Company
may pr
