Exhibit 10.33
February 25, 1997
Jeffrey G. Gold
7420 Dover Lane
Parkland, FL 33067
Dear Jeff,
I am pleased to offer you a position with CardioThoracic Systems, Inc. (the
"Company", "CTS") as its Executive Vice President. You will be paid an
annual salary of $160,000, which will be paid semi-monthly. As a Company
employee, you are also eligible to receive certain employee benefits
including: medical, dental and vision insurance, life insurance, long-term
disability insurance, Employee Stock Purchase Plan, 401(k) Plan, vacation
time, sick time and holiday pay.
You will receive, for the first four years of your employment, a graduating
housing differential as follows:
- - Year 1: $2,800/month
- - Year 2: $2,600/month
- - Year 3: $2,200/month
- - Year 4: $1,800/month
You will be eligible to participate in the Company's bonus program which is
tied to both corporate and individual accomplishments. A maximum annual
bonus potential of 35% is available for your position.
Pending Board approval, you will be granted a non-qualified stock option,
entitling you to purchase, over the next four years, up to 92,500 shares of
the Company's Common Stock. These non-qualified stock options will be broken
down as follows: 50,000 options priced at $15.00 per share and the remaining
42,500 options priced at the fair market value on the date of Board approval.
Pending Board approval, you will also be granted an incentive stock option,
priced at the fair market value on the date of Board approval, entitling you
to purchase, over the next four years, up to 27,500 shares of the Company's
Common Stock. All options shall be subject to the terms and conditions of the
Company's Stock Option Plans and Stock Option Agreements. Additional stock
grants will be considered annually taking into consideration both performance
and equity position.
CTS will reimburse you for the actual expenses associated with your physical
move from Florida to California and the closing costs on both homes. This
reimbursement will be structured as a loan not to exceed $100,000 and
forgiven at the rate of 25% per year on each of the first four anniversaries.
For any involuntary termination other than for cause, this loan will be
forgiven as of the employment termination date.
The Company will enter into a Change of Control Agreement with you. This
Change of Control Agreement will allow for forgiveness of all outstanding
debt and acceleration of the initial stock option grants for 120,000 shares
upon a change of control. Please see the attachment to this offer letter for
an example of typical definitions for change of control agreements.
Additionally, CTS will pay for reasonable costs associated with house hunting
trips for your family. CTS will also pay for up to six months of interim
living expenses prior to your relocation to California.
You should be aware that your employment with the Company is for no specified
period and constitutes at will employment. As a result, you are free to
resign at any time, for any reason or for no reason. Similarly, the Company
is free to conclude its employment relationship with you at any time, with or
without cause, and with or without notice. The at-will nature of your
employment cannot be altered by the statements or conduct of any person
affiliated with the Company. You expressly agree not to rely on any such
statements or conduct and that, even if such statements or conduct occur,
your employment remains at will.
Under federal immigration law, you will be required to provide the Company
with documentary evidence of your identity and eligibility for employment in
the United States. Such documentation must be provided to us within three
(3) business days of your date of hire, or our employment relationship may be
terminated.
I have enclosed our standard Employment, Confidential Information and
Invention Assignment Agreement as a condition of your employment. If you
accept this offer, please return to me a signed copy of that agreement.
In the event of any dispute or claim relating to or arising out of our
employment relationship, including the termination of the employment
relationship and disputes or claims based on harassment or discrimination of
any kind, you and the Company agree that all such disputes shall be fully and
finally resolved by binding arbitration conducted by the American Arbitration
Association of Palo Alto, California.
To indicate your acceptance of the Company's offer, please sign and date this
letter in the space provided below and return it to me. A duplicate original
is enclosed for your records. This letter, along with the agreement relating
to proprietary rights between you and the Company, set forth the terms of
your employment with the Company and supersede any prior representations or
agreements, whether written or oral. This letter may not be modified or
amended except by a written agreement, signed by an officer of the Company
and by you.
We look forward to working with you at CTS.
Sincerely,
Richard M. Ferrari
President & CEO
BY SIGNING BELOW, YOU EXPRESSLY AGREE TO THE TERMS OF THIS LETTER, INCLUDING
BUT NOT LIMITED TO, YOUR AGREEMENT THAT EMPLOYMENT AT THE COMPANY IS AT THE
WILL OF YOU AND THE COMPANY AND THAT YOU WILL SUBMIT ALL DISPUTES ARISING OUT
OF THE EMPLOYMENT RELATIONSHIP TO BINDING ARBITRATION.
ACCEPTED AND AGREED TO this
_____ day of ________, 19___.
__________________________________
Jeffrey G. Gold
Enclosures: Duplicate Original Letter
Employment, Confidential Information and
Invention Assignment Agreement