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EXHIBIT 10.29
Employment Agreement with Mike Forrest dated July 24, 2000
June 28, 2000
MICHAEL N. FORREST, SPHR
518 Red Rome Lane
Brentwood, CA 94513
Dear Michael:
This letter when signed by you, will constitute an agreement between Cardiac
Pathways Corporation (the "Company") and you (the "Executive") concerning your
employment.
1. The Company hereby hires the Executive and the Executive hereby accepts
employment as Vice President, Human Resources.
2. The Company agrees to pay the Executive an annual base salary of
$138,000 payable in accordance with the Company's standard payroll
policy.
3. The Company is in the process of developing an incentive bonus program.
The program will establish defined goals and objectives, you will have
an annual bonus potential pay out of 15% (fifteen-percent) of base
salary.
4. Upon approval of the Board of Directors, and subject to all applicable
Federal and State securities laws, the Company shall grant you an option
to acquire 65,000 shares of the Company's Common Stock, at a purchase
price equal to the fair market value of such common stock on the date of
action by the Board. The vesting shall be over a four-year period with
12/48ths of the total shares vesting after one year of employment and
thereafter vesting 1/48th of the total remaining shares each month of
your continuing employment. Please refer to the Company's Stock Option
Plan for further details and terms.
5. It is expected that your first day of employment with Cardiac Pathways
will be July 31, 2000.
6. a. The term of this Agreement shall commence on your first day of
employment and shall continue until terminated by either party in
accordance with the provisions of this Section 5.
b. This Agreement may be terminated by the Company at any time for
Justifiable Cause (as hereinafter defined) provided that the
Company shall pay the Executive an amount equal to the sum of his
then current base salary as a severance payment for one month
following the date of termination. For the purpose of this
Agreement, the term "Justifiable Cause" shall include the
occurrence of any of the following events: (i) the Executive's
conviction for, or plea of nolo contendere, a felony or a crime
involving moral turpitude, (ii) the Executive's commission of an
act of personal
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dishonesty or breach of fiduciary duty involving personal profit
in connection with the Company, (iii) the Executive's commission
of an act, or failure to act, which the
MICHAEL N. FORREST, SPHR
June 28, 2000
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Executive's supervisor at the Company shall reasonably have found
to have involved misconduct or gross negligence on the part of
the Executive, in the conduct of his duties hereunder, (iv)
habitual absenteeism, alcoholism or drug dependency on the part
of the Executive which interfere with the performance of his
duties hereunder, (v) the Executive's willful and material breach
or refusal to perform his services as provided herein, (vi) any
other material breach of this Agreement or (vii) the willful and
material failure or refusal to carry out a direct request of the
Executive's supervisor. The payment to the Executive of the
severance payment described in this Section 5(b) will discharge
all of the Company's obligations to the Executive.
c. This Agreement may be terminated by the Company at any time
without Justifiable Cause provided that the Company shall pay the
Executive an amount equal to the sum of his then current monthly
base pay as a severance payment for a period of twelve months
following the date of termination. Any payments made pursuant to
this Section 5(c) shall be reduced to the extent the Executive
received any other earnings related to employment or consulting
services or other unemployment or disability compensation during
the twelve month period. The payment of the Executive of the
severance payment described in this Section 5(c) will discharge
all of the Company's obligations (subject to the provisions noted
in Section 6) to the Executive. If such termination takes place
in the first year of the Executive's employment with the company,
the incentive stock option will vest at 1/48th per month, and the
one year waiting period pursuant to Section 4 shall be waived.
d. This Agreement maybe terminated by the Executive at any time upon
30 days written notice, in which case the Company shall have no
severance or other obligations to the Executive.
7. Notwithstanding anything set forth in this Section 7, upon the
Executive's involuntary termination of employment from the Company (for
any reason other than for Justifiable Cause) on or after an Acquisition
(as defined below), the 65,000 shares of Common Stock described in
Section 4 above shall be fully and immediately exercisable. For purposes
of this Section 7, an Acquisition shall be defined as a merger,
reorganization, or sale of all or substantially all of the assets for
the Company in which shareholders of the Company immediately prior to
the transaction possess less than fifty percent (50%) of the voting
power of the surviving entity (or its parent) immediately after the
transaction. The resignation of the Executive after a Constructive
Termination (as defined below) shall be treated as an involuntary
termination of employment under this Section 7. For purposes of this
Section 7, a Constructive termination shall mean a material reduction in
salary or benefits, a material change in responsibilities, a requirement
to relocate, except for office relocations that would not increase the
Executive's one-way commute distance by more than thirty-five (35)
miles.
8. The Executive will be eligible to participate in any insurance or other
benefit plan as may be sponsored or maintained by the Company from time
to time for its employees. Cardiac
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Pathways currently offers medical, dental, vision, life and long-term
disability insurance, a 401k, flexible benefits and an Employee stock
purchase plan.
MICHAEL N. FORREST, SPHR
June 28, 2000
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9. This offer is contingent upon Cardiac Pathways receiving the enclosed
Proprietary Information agreement which must be executed by you.
10. In accordance with Federal immigration law, on your first day of
employment, we will need to see documents proving your identity and
eligibility to work in the United States. Documents which can satisfy
these requirements are a valid driver's license and a social security
card or a United States passport.
11. Your employment is at will, as defined under applicable law. If your
employment terminates for any reason, you shall not be entitled to any
payments, benefits, damages, awards or compensation other than as
provided above, or as otherwise be available in accordance with the
Company's established employee plans and policies at the time of
termination.
12. This offer of employment will expire on Friday, July 7, 2000 at 5:00
p.m.
If the terms of this letter and the enclosed Proprietary Information agreement
are agreeable, please sign and return one copy of this letter and the agreement
to our Human Resources Department. We look forward to working with you at
Cardiac Pathways.
Best personal regards,
/s/ Thomas M. Prescott
Thomas M. Prescott
President and Chief Executive Officer
Enclosures
Accepted effective as of July 5, 2000.
Start date effective no later than July 31, 2000.
/s/ MICHAEL N. FORREST
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MICHAEL N. FORREST, SPHR
