Change-in-Control Severance Agreement between Edwards Lifesciences Corporation

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Exhibit 10.19

Change-in-Control Severance Agreement

between

Edwards Lifesciences Corporation

and

Effective July 10, 2008

Exhibit 10.19

Contents

Change-in-Control Severance Agreement
Edwards Lifesciences Corporation

        THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made effective as of the      day of                         (hereinafter referred to as the "Effective Date"), by and between Edwards Lifesciences Corporation (the "Company"), a Delaware corporation, and                                    (the "Executive").

        WHEREAS, the Executive is currently employed by the Company in a key management capacity; and

        WHEREAS, the Executive possesses considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and

        WHEREAS, the Company is desirous of assuring insofar as possible, that it will continue to have the benefit of the Executive's services; and the Executive is desirous of having such assurances; and

        WHEREAS, the Company recognizes that circumstances may arise in which a Change in Control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty of employment without regard to the Executive's competence or past contributions. Such uncertainty may result in the loss of the valuable services of the Executive to the detriment of the Company and its shareholders; and

        WHEREAS, both the Company and the Executive are desirous that any proposal for a Change in Control will be considered by the Executive objectively and with reference only to the business interests of the Company and its shareholders; and

        WHEREAS, the Executive will be in a better position to consider the Company's best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such Change in Control.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1. Definitions

        Wherever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

         1.1   "Agreement" means this Change-in-Control Severance Agreement.

         1.2   "Base Salary" means, at any time, the then-regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short- or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred or (ii) designated by the Company as payment toward reimbursement of expenses.

         1.3   "Board" means the Board of Directors of the Company.

         1.4   "Cause" shall be determined solely by the Board in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:

(i)

A continuing material breach by the Executive of the duties and responsibilities of the Executive, which duties shall not differ in any material respect from the duties and responsibilities of the Executive during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to a physical or mental condition or illness), which breach is demonstrably willful and deliberate on the Executive's part, is committed in

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bad faith and without a reasonable belief that such a breach is in the best interests of the Company, and is not remedied in a reasonable period of time after receipt of written demand for substantial performance is delivered to the Executive by the Board that specifically identifies the manner in which the Board believes the Executive has breached such duties and responsibilities; or

(ii)

The Executive's willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(iii)

The Executive's conviction of a felony.

        However, no act or failure to act on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

         1.5   "Change in Control" of the Company shall mean the occurrence of any one of the following events:

(a)

Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended) (other than the Company, any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or

(b)

During any period of not more than twenty-four (24) months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.5(a), 1.5(c), or 1.5(d) of this Section 1.5) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; or

(c)

The consummation of a merger or consolidation of the Company with any other entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities; or

(d)

The Company's stockholders approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

         1.6   "Code" means the Internal Revenue Code of 1986, as amended.

         1.7   "Company" means Edwards Lifesciences Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 8 herein.

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         1.8   "Disability" shall have the meaning ascribed to such term in the Executive's governing long-term disability plan as of the Effective Date.

         1.9   "Effective Date" means the date specified in the opening sentence of this Agreement.

         1.10 "Effective Date of Termination" means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.

         1.11 "Good Reason" means, without the Executive's express written consent, the occurrence after a Change in Control of the Company of any one or more of the following:

(i)

A material diminution in the Executive's authorities, duties or responsibilities;

(ii)

The Company's requiring the Executive to be based at a location materially different from the location of the Executive's principal job location or office (for this purpose a location in excess of fifty (50) miles shall be deemed to be material); except for required travel on the Company's business to an extent substantially consistent with the Executive's then present business travel obligations;

(iii)

A material reduction by the Company of the Executive's base compensation; and

(iv)

A material breach by the Company of any of the material provisions of this Agreement,

provided and only if the following requirements are satisfied: (i) the Executive shall give the Company the Notice of Termination pursuant to Section 2.7 herein within thirty (30) days following the event giving rise to Good Reason, (ii) the Company shall fail to remedy the action or inaction on which Good Reason is based within thirty (30) days after receiving the Notice of Termination, and (iii) the Executive resigns from his or her employment within thirty (30) days following the expiration of such thirty (30)-day cure period.

        The Executive's right to terminate employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.

         1.12 "Qualifying Termination" means any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.

         1.13 "Separation from Service" means the Executive's separation from service as determined in accordance with Code Section 409A and the applicable standards of the Treasury Regulations issued thereunder.

         1.14 "Severance Benefits" means the payment of severance compensation as provided in Section 2.3 herein.

Article 2. Severance Benefits

         2.1    Right to Severance Benefits .    The Executive shall be entitled to receive from the Company Severance Benefits as described in Section 2.3 herein, if there has been a Change in Control of the Company and if, within twenty-four (24) calendar months thereafter, the Executive's employment with the Company shall end for any reason specified in Section 2.2 herein as being a Qualifying Termination; provided, however that the Executive's entitlement to Severance Benefits (other than under Section 2.3(a)) shall be conditioned upon satisfaction of each of the following: (i) the Executive executes and delivers to the Company a general release in the form prepared by the Company ("Release") within twenty-one (21) days (or forty-five (45) days if such longer period is required under applicable law) and (ii) the Release becomes effective and enforceable in accordance with applicable law after the expiration of any revocation period.

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        The Executive shall not be entitled to receive Severance Benefits if he is terminated for Cause, or if his employment with the Company ends due to death, Disability, voluntary normal retirement (as defined under the then established rules of the Company's tax-qualified retirement plan), or due to a voluntary termination of employment for a reason other than that specified in Section 2.2(b) herein.

         2.2    Qualifying Termination .    The occurrence of either of the following events within twenty-four (24) calendar months after a Change in Control of the Company shall trigger the payment of Severance Benefits to the Executive under this Agreement:

(a)

The Company's involuntary termination of the Executive's employment without Cause; or

(b)

The Executive's voluntary employment termination for Good Reason.

        For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death, Disability, or voluntary normal retirement (as such term is defined under the then established rules of the Company's tax-qualified retirement plan), the Executive's voluntary termination for a reason other than that specified in Section 2.2(b) herein, or the Company's involuntary termination for Cause.

         2.3    Description of Severance Benefits .    In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with total Severance Benefits equal to all of the following:

(a)

A lump-sum amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.

(b)

A lump-sum amount equal to the Executive's annual target bonus amount, established under the annual bonus plan in which the Executive is then participating, for the bonus plan year in which the Executive's Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the bonus plan year through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made t