Exhibit 10.15
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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
Jay S. Yadav, M.D.
CardioMEMS, Inc.
75 Fifth Street, NW,
Suite 440
Atlanta, GA 30308
Re: Employment
Terms
Dear Jay,
This letter agreement (the
“Agreement”) memorializes your employment terms with
CardioMEMS, Inc. (the “Company”) in the position
of Chief Executive Officer (“CEO”), effective as of
your date of hire with the Company, which is October 23, 2006
(the “Hire Date”).
1. Duties; Reporting
Relationship; Office Location.
In the position of CEO, you serve in
an executive capacity and are required to perform the duties of CEO
as commonly associated with this position, including primary
responsibility for overall management of and responsibility for the
Company and its operations, and as also may be assigned to you by
the Company’s Board of Directors (the “Board”)
from time to time. You will continue to report to the Board, and
will work at the Company’s corporate headquarters which are
currently located in Atlanta, Georgia. The Board may change your
position, reporting relationship, duties and work location from
time to time in its discretion.
This Agreement does not alter or
affect your current status as Chairman of the Board.
2. Compensation and
Benefits.
Your current base salary is $350,000
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 forty percent (40%) 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
Board. 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 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 at the rate of three
Jay S. Yadav, M.D.
January 17, 2007
Page 2
(3) weeks per year, subject to the
Company’s policies and practices. The Board may modify your
compensation and benefits from time to time in its
discretion.
3. Option Grants and Equity
Awards.
(a) Current 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 3(b) of
this Agreement. The Board may grant additional stock options or
other equity awards to you in its sole discretion.
(b) Vesting
Acceleration. In the
event that the Company is subject to a Change of Control (as
defined in Section 9(a)) and you remain an employee of the
Company as of the consummation of the Change of Control, any
then-outstanding stock options provided to you in connection with
your employment relationship with the Company and not in any other
status (the “Options”) will be subject to accelerated
vesting such that twenty-five percent (25%) of the total
unvested shares (if any) will vest, notwithstanding any cliff
vesting or similar requirements, effective as of the effective date
of the consummation of the Change of Control. Thereafter, the
remaining unvested shares subject to the Options will continue to
vest in accordance with the terms of their operative documents,
provided that, the Options will be subject to full accelerated
vesting (the “Full Acceleration”) upon the
earlier of either (i) one (1) year from the
effective date of the consummation of the Change of Control (if you
remain an employee of the Company as of such date), or
(ii) the date that your employment ends if it ends either due
to a termination by the Company (including any successor entity)
without Cause (as defined in Section 9(b)) or a resignation by
you for Good Reason (as defined in Section 9(c)), in either
case occurring after the consummation of a Change of Control.
Notwithstanding the foregoing, in order to be eligible for the Full
Acceleration, you must first meet the Release Requirements as set
forth in Section 10. In addition, notwithstanding anything to
the contrary in the foregoing, in the event that your employment is
terminated without Cause by the Company within thirty
(30) days prior to the consummation of a Change of Control,
any then-outstanding shares subject to the Options will be subject
to full accelerated vesting provided that you first meet the
Release Requirements.
You will not be eligible for the
Full Acceleration if your employment is terminated for Cause, or if
you resign for any reason that does not qualify as Good
Reason.
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 on October 26, 2006, which is effective as your Hire
Date (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
Jay S. Yadav, M.D.
January 17, 2007
Page 3
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 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.
Consent is hereby granted to you to continue to serve on the Boards
of Directors of ICON Medical Corporation, Maya Interventional LLC,
and ATLA Holdings LLC.
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 ac
