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EXHIBIT 10.27
Employment Agreement with Sandra L. Miller dated January 3, 2000
December 10, 1999
SANDRA MILLER
1353 Yukon Terrace
Sunnyvale, CA. 94086
Dear Sandra:
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 -and Chief Financial Officer.
2. The Company agrees to pay the Executive an annual base salary of
$178,000.00 payable in accordance with the Company's standard payroll
policy. Additionally, you will receive a sign-on bonus of $5,000 payable
on the first regularly scheduled payroll cycle. A bonus payment is
considered income and will be subject to normal withholding tax.
3. The Company is in the process of developing an incentive bonus program.
The program will establish goals and objectives and have a potential
annual pay out of 20% (twenty 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 100,000 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 January 3, 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
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SANDRA MILLER
Offer Letter
Page Two of 4
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 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 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.
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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.
SANDRA MILLER
Offer Letter
Page Three of 4
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 100,000 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 Pathways currently offers medical,
dental, vision, life and long-term disability insurance, a 401k,
flexible benefits and an Employee stock purchase plan.
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. 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
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Pathways.
SANDRA MILLER
Offer Letter
Page Four of 4
Best personal regards,
/s/ Thomas M. Prescott
Thomas M. Prescott
President and Chief Executive Officer
Enclosures
Accepted effective as of December 17, 1999.
Start date effective no later than January 3, 2000.
/s/ SANDRA L. MILLER
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SANDRA MILLER