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Re: Employment Terms

Executive Employment Agreement

Re: Employment Terms | Document Parties: CARDIOMEMS INC You are currently viewing:
This Executive Employment Agreement involves

CARDIOMEMS INC

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Title: Re: Employment Terms
Governing Law: Georgia     Date: 1/19/2007

Re: Employment Terms, Parties: cardiomems inc
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Exhibit 10.14

 

 

 

 

CardioMEMS, Inc.

  

 

75 Fifth Street, NW,

  

Suite 440

  

Atlanta, GA 30308

  

Phone (404) 920-6700

  

Fax (404) 885-9974

  

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:

 

1.

Duties; Reporting Relationship; Office Location.

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.

 

2.

Compensation and Benefits.

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.

 

3.

Option Grant.

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.

 

4.

Confidentiality and Proprietary Information Obligations.

(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.

 

5.

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.

 

Page 2


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 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.

 

8.

Severance Benefits for Termination Without Cause.

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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9.

Miscellaneous.

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


 
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