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EXHIBIT 10.45
EMPLOYMENT AGREEMENT
QUINTON CARDIOLOGY SYSTEMS, INC.
FEROZE MOTAFRAM
DATED AS OF FEBRUARY 6, 2004
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EMPLOYMENT AGREEMENT
This
Amended Employment Agreement (this "Agreement"), dated as of
February
6, 2004, is between Quinton
Cardiology Systems, Inc. a Delaware corporation
("Employer"), and Feroze
Motafram ("Executive");
WITNESSETH:
WHEREAS,
Employer desires to continue to retain the services of
Executive
upon the terms and conditions
set forth herein; and
WHEREAS,
Executive is willing to continue to provide services to
Employer
upon the terms and conditions
set forth herein.
AGREEMENTS:
NOW,
THEREFORE, for and in consideration of the foregoing premises and
for
other good and valuable
consideration, the sufficiency and receipt of which are
hereby acknowledged, Employer
and Executive hereby agree to enter into an
employment relationship in
accordance with the terms and conditions set forth
below.
1. EMPLOYMENT
Employer
will continue to employ Executive and Executive will continue
to
accept employment by Employer
as its Vice-President, Operations. Executive will
perform the duties of
Vice-President, Operations, and such other duties as may
be assigned from time to time
by the Chief Executive Officer, which relate to
the business of Employer and
are reasonably consistent with Executive's
position.
2. ATTENTION AND
EFFORT
Executive
will devote his full-time efforts to Employer's business
and
will serve its interests in
good faith to the best of his ability during the
term of this
Agreement.
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3. COMPENSATION AND
BENEFITS
Employer
agrees to pay or cause to be paid to Executive, and
Executive
agrees to accept in exchange
for the services rendered hereunder by him, the
following
compensation:
3.1
ANNUAL
SALARY
Executive's compensation shall consist of an annual base salary
(the
"Annual Salary") of one
hundred fifty thousand dollars ($150,000), before all
customary payroll deductions.
The Annual Salary shall be reviewed, and shall be
subject to change, by the
Board of Directors of Employer (or the Compensation
Committee thereof) at least
annually while Executive is employed hereunder.
3.2
BONUS
Executive shall
be eligible for bonuses in accordance with executive
bonus
plans, which shall be adopted
and modified from time to time in the sole
discretion of the Board of
Directors (or the Compensation Committee of the Board
of Directors) of
Employer.
3.3
BENEFITS
Executive
will be entitled to participate, subject to and in
accordance
with applicable eligibility
requirements, in such benefit programs as shall be
provided from time to time by
action of Employer's Board of Directors, which
shall include, at a minimum,
basic health insurance.
3.4
VACATION
Executive
shall be entitled to four (4) weeks vacation each year,
during
which time Executive's
compensation will continue in full. The vacation period
may not be carried over from
year to year. Vacation will be scheduled by mutual
agreement.
4. TERMINATION
The
employment of Executive pursuant to this Agreement may be
terminated
as follows:
4.1.
AUTOMATIC TERMINATION
ON DEATH OR TOTAL DISABILITY
This
Agreement and Executive's employment hereunder shall
terminate
automatically upon the death
or total disability of Executive. The term "total
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disability" as used herein
shall mean Executive's inability to perform the
duties set forth in Section 1
hereof for a period or periods aggregating ninety
(90) calendar days (or such
other period as may be required by law) in any
twelve-month period as a
result of physical or mental illness, loss of legal
capacity or any other cause
beyond Executive's control, unless Executive is
granted a leave of absence by
the Board of Directors of Employer (or the
Compensation Committee
thereof). Executive and Employer hereby acknowledge that
Executive's ability to
perform the duties specified in paragraph 1 hereof is of
the essence of this
Agreement. Termination hereunder shall be deemed to be
effective (a) at the end of
the calendar month in which Executive's death occurs
or (b) immediately upon a
determination by the Board of Directors of Employer
(or the Compensation
Committee thereof) of Executive's total disability, as
defined herein. In the case
of termination of employment under this Section 4.1,
Executive shall not be
entitled to receive any payments or benefits under this
Agreement other than any
unpaid Annual Salary which has accrued as of the date
Executive's employment
terminates.
4.2.
OTHER TERMINATION
EXCLUDING CHANGE OF CONTROL
Either
Employer or Executive may terminate this agreement at any time
for
any reason, with or without
notice. Except as provided in Section 4.3.1 below,
upon such termination,
Executive shall not be entitled to receive any payments
or benefits under this
Agreement other than any unpaid Annual Salary and
vacation time which has
accrued as of the date Executive's employment
terminates.
Executive
acknowledges and understands that his employment with
the
Company is at-will and can be
terminated by either party for no reason or for
any reason not otherwise
specifically prohibited by law or provided for in this
Agreement. Nothing in this
Agreement is intended to alter Executive's at-will
employment status or obligate
the Company to continue to employ Executive for
any specific period of time,
or in any specific role or geographic location.
4.3.
TERMINATION AS A
RESULT OF CHANGE OF CONTROL
4.3.1. TERMINATION BY SUCCESSOR EMPLOYER
If (a)
during the period commencing on the date Employer enters into
a
definitive agreement with
respect to a transaction that would constitute a
Change of Control (as defined
below) and ending on the date the definitive
agreement therefor is
terminated or the Change of Control is consummated,
Employer terminates
Executive's employment without cause (as defined below),
(b)
during the period commencing
upon the consummation of the Change of Control and
ending twenty-
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four months thereafter,
Employer or, if applicable, the surviving or successor
employer ("Successor
Employer") terminates Executive's employment without
Cause
(as defined below), or (c)
during the period commencing upon the con
