EXECUTIVE EMPLOYEE
AGREEMENT
This EXECUTIVE
EMPLOYEE AGREEMENT (“Agreement”) is made and entered
into as of October 1, 2000, by and between Sutura, Inc., a Delaware
corporation, with its principal offices at 17080 Newhope Street,
Fountain Valley, California (“Company”), and Anthony A.
Nobles, an individual (''Executive’’).
A. The
Company is in the business of developing and manufacturing vessel
closure devices primarily for use in the fields of cardiology and
radiology.
B. Executive
has been serving as Chief Executive Officer and Vice President of
Research and Development of the Company, and the Company desires to
continue its relationship with Executive as its Chief Executive
Officer and Vice President of Research and Development of the
Company, and Executive desires to provide his services to the
Company on all of the terms and conditions herein set
forth.
C. The
Company desires to provide Executive with a compensation plan m
recognition of Executive’s valuable skills and
services.
NOW, THEREFORE, in
consideration of the mutual covenants and conditions herein
contained, the parties hereto agree as follows:
1.1
Employment. The Company hereby employs Executive as its
Chief Executive Officer and Vice President of Research and
Development, and Executive hereby accepts such engagements with the
Company, in accordance with and subject to all of the terms,
conditions and covenants set forth in this Agreement.
1.2 Term.
The term of this Agreement shall be deemed to have commenced on
June 19, 1998 (the “Effective Date”). Unless
earlier terminated in accordance with the terms of Article 4
hereof, the term of this Agreement shall be five (5) years
from the Effective Date (“Initial Term”), and
thereafter shall automatically be renewed for successive one
(1) year terms (“Subsequent Term”) on the same
terms and conditions as applied during the Initial Term hereof,
unless either party provides written notice of its intention to
terminate this Agreement at least ninety (90) calendar days
prior to the expiration of the Initial Term or any Subsequent Term,
or earlier terminated in accordance with the provisions of
Article 4.
ARTICLE II.
DUTIES OF EXECUTIVE
2.1 Scope of
Duties. Executive shall perform the duties of the Chief
Executive Officer and Vice President of Research and Development of
the Company, reporting to the Board of Directors of the Company
(''Board’’) and shall have a seat on the Board, and
such other or additional executive offices or positions with the
Company as the Board shall determine from
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time to time.
Executive shall have the overall responsibility for the operations
of the Company, operating within such established plans or policies
as may be established or approved by the Board from time to time.
The Board has the right to impose executive duties as long as they
are reasonable and fall within the scope of Executive’s
duties, performance and ability in his job classification as Chief
Executive Officer and Vice President of Research and
Development.
2.2 Half Time
Employment. During the term hereof, Executive shall devote not
less than 50% of his employable time, attention, skill and efforts
to the faithful performance of his duties with the
Company.
ARTICLE III.
COMPENSATION AND BENEFITS
3.1 Salary.
Executive shall be paid from and after the date hereof, a base
annual salary of $225,000, less deductions required by law, which
shall be paid in accordance with the Company’s normal and
customary payroll practices, but in no event less frequently than
bimonthly. Such salary shall be reviewed annually.
3.2
Reimbursable Expenses. Upon submission of expense reports to
the extent necessary to substantiate the Company’s federal
income tax deductions for such expenses under the Internal Revenue
Code and the Regulations thereunder and according to such expense
report procedures as may be established by the Board, the Company
shall reimburse Executive for all reasonable business expenses
incurred in the performance of his duties hereunder on behalf of
the Company, including reasonable travel expenses incurred in the
course and scope of employment with the Company. Expenses in excess
of $25,000 shall require previous written approval from the
Board.
3.3 Fringe
Benefits. Executive and Executive’s dependents shall be
permitted to participate in all group health, medical, hospital,
dental, and vision insurance plans as well as Long Term Disability,
Short Term Disability and life insurance which the Company may
establish for its executive employees which may be modified from
time to time. Executive will also be eligible to participate in
other employee benefits or plans, such as the 40l(k) plan, as the
Company may establish for its employees and as may be modified from
time to time (collectively, the “Fringe
Benefits”).
3.4 Directors
and Officers Liability Insurance. As an officer of the Company,
Executive will be covered under the Company’s Director and
Officer Liability Insurance.
3.5 Car
Allowance. The Company shall pay to Executive a car allowance
of $650 per month, which shall accrue in monthly installments in
arrears and be payable in accordance with the practices of the
Company generally in effect from time to time, but not less
frequently than monthly.
3.6 Vacations,
Sick Days. Executive shall earn thirty (30) paid vacations
days in each calendar year and sick days in accordance with the
Company’s standard policy for similarly situated
employees.
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3.7
Holidays. Executive shall be entitled to all paid holidays
given to the Company’s executive employees.
3.8 Stock
Options. In addition to the compensation described above, and
not to be limited by any other provision for compensation or
benefits described herein, Executive shall be eligible to
participate in the Company’s employee stock option plan as
approved by the Company’s Board.
4.1 Termination
for Good Cause by the Company. The Company may terminate this
Agreement immediately for “Good Cause.” For purposes of
this Agreement, “Good Cause” shall mean:
(a) Executive’s
performance of any act for which, if Executive were prosecuted,
would constitute a felony;
(b) Executive’s
activity or failure to desist from activity which is reasonably
believed by the Board or by Executive’s superiors to be
contrary to the best interests of the Company;
(c) Executive’s
violation of Company policy or confidentiality obligations to the
Company or misappropriation of Company assets; or
(d) Executive’s
death or inability to carry out the Executive’s essential
duties with reasonable accommodation, if any, unless prohibited by
law.
4.2
Compensation Upon Termination. Upon termination of this
Agreement by either party for any reason or non-renewal of the
Agreement, or Executive’s death, Executive shall be entitled
to any and all base salary due and owing to him through the date of
termination, plus an amount equal to his earned but unused vacation
through the date of termination. The Company reserves the right to
terminate Executive’s employment without Good Cause during
the Initial Term, or during any Subsequent Term, provided that the
Company continues to make bi-monthly payments and provide Fringe
Benefits, less deductions required by law, to Executive through the
remainder of the unexpired Term as if the Executive were still
employed. A material change in. Executive’s working condition
shall be deemed a termination of Executive’s employment by
the Company without Good Cause. A material change in working
conditions is a demotion resulting in either a material decrease in
responsibility or a reduction in salary or any relocation of
Exec
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