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EXHIBIT 10.26
[CARDIAC PATHWAYS CORPORATION LETTERHEAD]
November 30, 1998
G. Michael Latta
4421 E. Williams Dr.
Phoenix, AZ 85050
Dear Mike:
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 offers the Executive and the Executive hereby accepts
employment as Vice President - Finance and Chief Financial Officer of
the Company.
2. The Company agrees to pay the Executive a monthly base salary of
$10,833.34 payable in accordance with the Company's standard payroll
policy.
3. The Executive's employment with the Company will be at-will and may be
terminated by the Executive or the Company at any time.
4. The Company will issue to the Executive an option exercisable for 72,500
shares of Common Stock at its fair market value on the date of the
grant. The current fair market value of Common Stock is $4.63. The grant
of this option is subject to the Board of Directors' approval. The stock
option will vest over a four year period with 1/48 of the shares vesting
at the end of each full month following the date of grant. The stock
option shall be represented by the Company's standard form of stock
option agreement. This vesting schedule could be modified by the terms
outlined in Sections 5 and 6.
5. a. The term of this Agreement shall commence as of the effective date
hereof and shall continue until terminated by either party in accordance
with the provisions of this Section 5.
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G. Michael Latta
November 30,1998
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
monthly 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 six months following the date of
termination, or until the Executive finds other employment, whichever
is shorter. Any payments made pursuant to this Section 5(c) shall be
reduced to the extent the Executive receives any other earnings related
to employment or consulting services or other unemployment or
disability compensation during the six month period. The payment to 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.
d. This Agreement may be 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.
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G. Michael Latta
November 30, 1998
6. Notwithstanding anything set forth in this Section 6, 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), all then currently outstanding shares of Common
Stock under stock options described in Section 4 above shall be fully
and immediately exercisable. For purposes of this Section 6, an
Acquisition shall be defined as a merger, reorganization, or sale of all
or substantially all of the assets of the Company in which the
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 6. For purposes of this Section 6, a
Constructive Termination shall mean a material reduction in salary or
benefits, a material change in responsibilities, or 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.
7. As a condition of the Executive's employment, it is hereby acknowledged
that the Executive has executed the Company's standard Proprietary
Information Agreement.
If the you are in agreement with this proposal, please execute a copy of this
letter and return it to me as soon as possible.
Best personal regards,
CARDIAC PATHWAYS CORPORATION
/s/ WILLIAM N. STARLING
William N. Starling
President and
Chief Executive Officer
Acknowledged and accepted as of November 30, 1998.
/s/ G. MICHAEL LATTA
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G. Michael Latta