Exhibit 10.14
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CardioMEMS,
Inc.
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75 Fifth
Street, NW,
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Suite
440
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Atlanta, GA
30308
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Phone
(404) 920-6700
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Fax
(404) 885-9974
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August 7, 2006
Bud Ingalls
Re: Employment
Terms
Dear Bud,
CardioMEMS, Inc.
(the “Company”) is
pleased to offer you the position of Chief Financial Officer
(“CFO”), on the following terms:
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1.
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Duties;
Reporting Relationship; Office Location.
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You will serve in an executive
capacity and shall perform the duties of CFO as commonly associated
with this position, including primary responsibility for management
of the Company’s financial and administrative operations, and
as also may be assigned to you by the Company’s Chief
Executive Officer (“CEO”). You will report to the CEO,
currently Jay Yadav, and will be a member of the executive team
responsible for overall planning and strategic implementation. You
will work at the Company’s corporate headquarters which are
currently located in Atlanta, Georgia. Please understand that the
Company may change your position, reporting relationship, duties
and work location from time to time in its discretion.
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2.
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Compensation
and Benefits.
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Your initial base salary shall be
$250,000 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 $50,000, subject to payroll deductions and all required
withholdings (the “Performance Bonus”). For calendar
year 2006, you will be guaranteed to receive the Performance Bonus,
prorated to reflect your partial year of employment, if you remain
employed in the position of CFO through December 31, 2006.
Thereafter, the Performance Bonus will not be guaranteed, and the
Performance Bonus will be based on your performance and the
Company’s performance. In addition, you must be an employee
in good standing on the Performance Bonus calculation 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 the 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 (3) weeks per
year, subject to the Company’s policies and practices. The
Company may modify compensation and benefits from time to time in
its discretion.
After you commence employment, it
will be recommended to the Board that you be granted an option (the
“Option”) to purchase five hundred six thousand, seven
hundred sixty (506,760) shares of the
Company’s common stock under the
Company’s current stock option plan (the “Plan”)
at the fair market value of the stock on the date of grant as
determined by the Board. The fair market value of the
Company’s common stock was most recently determined to be
twenty-eight cents ($0.28) per share. The Option will vest over
four (4) years, contingent on your continued employment with
the Company, with 25% of the shares to vest on the one-year
anniversary of your vesting commencement date, and the remaining
shares to vest monthly thereafter. The Option will be governed in
full by the terms of the Plan and your stock option
agreement.
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4.
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Confidentiality and Proprietary Information
Obligations.
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(a) Proprietary
Information. As a Company
employee, you will be expected to abide by 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 this offer and your continued employment, you must
sign and comply with the Employee Proprietary Information and
Inventions Agreement (the “Proprietary Information
Agreement”), two originals of which are enclosed
herewith.
(b) Third Party
Information. In your work
for the Company, you will be 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 will be 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 offer letter
agreement, you represent that you will be 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. 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.
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5.
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No
Conflicts. By signing
this letter 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.
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Page 2
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.
Your employment with the Company is
an “at-will” arrangement and this offer letter
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 below), 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 Company officer.
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8.
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Severance
Benefits for Termination Without Cause.
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If the Company terminates your
employment other than for Cause, you will be eligible to receive,
as your sole severance benefits: (i) severance pay equal to
three (3) months of your base salary in effect as of the
termination date (the “Severance Payment”) if you are
terminated within 6 months of being hired; severance pay equal to
six (6) months of your base salary in effect as of the
termination date (the “Severance Payment”) if you are
terminated after 6 months of being hired and (ii) if such
termination occurs prior to the one (1) year anniversary of
your employment, you shall be vested in such portion of the shares
underlying your Option as shall equal to the number of full months
of employment up to the termination date divided by forty-eight
(48) (collectively, the “Severance Benefits”),
provided that you must: (a) first timely execute, make
effective, and deliver to the Company a general release of all
known and unknown claims, in a form reasonably acceptable to the
Company; and (b) not be in material breach of the Proprietary
Information Agreement or any other agreement or contract between
you and the Company at the time of the receipt of the Severance
Payment. If owed, the Severance Payment will be paid within ten
(10) business days after the effective date of the general
release referenced in the preceding sentence.
For the purposes of this letter
agreement, “Cause” for the Company (or any acquiror or
successor in interest thereto) to terminate your employment shall
exist if any of the following occurs: (a) your conviction or a
plea of nolo contendere of any felony or any other crime
involving fraud, dishonesty or moral turpitude; (b) your
commission or attempted commission of or participation in a fraud
or act of dishonesty or misrepresentation against the Company that
results (or could reasonably be expected to result) in material
harm or injury to the business or reputation of the Company;
(c) your material violation of any contract or agreement
between you and the Company or any Company policy, or of any
statutory duty you owe to the Company, including without
limitation, material breach of your Proprietary Information
Agreement; or (d) your conduct that constitutes gross
insubordination, incompetence or habitual neglect of duties and
that results in (or could reasonably be expected to have resulted
in) material harm to the business or reputation of the Company;
provided, however, that the action or conduct described in
clause (d) above will constitute “Cause” only if
such action or conduct continues after the Board has provided you
with written notice thereof and thirty (30) days opportunity
to cure the same, except that the Board is not obligated to provide
such written notice and opportunity to cure if the action or
conduct is not reasonably susceptible to cure. The determination
that a termination is for Cause shall be made in good faith by the
Board in its sole discretion.
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This letter, together with your
Proprietary Information Agreement, forms the complete and exclusive
statement of your employment agreement with the Company. The
employment terms in this letter supersede any other agreements or
promises made to you by anyone, whether oral or written. Changes in
your employment terms, other than those changes expressly reserved
to the Company’s or Board’s discretion in this letter,
require a written modification signed by you and an officer of the
Company. If any provision of this letter agreement is determined to
be invalid or unenforceable, in whol