Employment Agreement - Cardima Inc. and Phil Radlick
Cardima, Inc.
47266 Benicia Street
Fremont, California 94538
October 26, 1994
VIA CALIFORNIA OVERNIGHT
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Mr. Phil Radlick
23411 Summerfield No. 29B
Aliso Viejo, CA 92656
Dear Phil:
It is my pleasure to offer you the position of President, Chief
Executive Officer and member of the Board of Directors at Cardima, Inc. This
letter ("Letter Agreement") will serve to confirm the offer of the terms of your
employment with Cardima, Inc. ("Cardima" or the "Company"), such employment to
begin the week of October 31, 1994. If the terms discussed below are acceptable
to you, please sign this Letter Agreement where indicated and return it to me at
the above address.
1. Duties and Obligations.
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a. Your position at the Company will be President and Chief
Executive Officer of the Company. You will report to and follow the instructions
of the Board of Directors of the Company. You will also be a member of the Board
of Directors of the Company.
b. You agree that to the best of your ability and experience you
will at all times loyally and conscientiously perform all of the duties and
obligations required of and from you pursuant to the express and implicit terms
hereof, and to the reasonable satisfaction of the Company.
2. Compensation.
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a. Salary. You will be paid a monthly salary of $14,583.33
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less applicable withholdings ($175,000 annually; hereafter "Salary"). The
Company will reimburse all reasonable business expenses that are incurred in the
ordinary course of business and in accordance with the Company's policies as in
effect from time to time. You may also
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Mr. Phil Radlick October 26, 1994
Page 2
be entitled to increases in your salary in accordance with the Company's policy
and as are adopted and approved by the Board of Directors from time to time.
b. Bonuses. A bonus of up to $25,000 will be awarded to you at
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the end of 1995, based upon the completion of performance milestones to the
satisfaction of the Board of Directors, which milestones have been mutually
agreed upon by you and the Board of Directors. Such milestones are expected to
include the successful closing of a new round of financing, achieving mutually
agreed upon revenue targets and other matters. Thereafter, you will be awarded
an annual bonus as determined by the Board of Directors.
c. Non-Salary Benefits. You will be eligible for corporate
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benefits such as health and disability insurance, vacation, etc. as provided for
by the Company.
d. Stock Options. Subject to the approval of the Company's
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Board of Directors, you will receive a stock option to acquire 466,667 shares of
the Company's Common Stock. All options granted will vest over a four (4) year
period, at a rate of one-eighth (1/8th) after six (6) months and ratably over
the ensuing forty-two (42) month period. The price per share will be the fair
market value of the Company's Common Stock on the date of grant. Such terms
will be reflected in a definitive Stock Option Agreement (the "Stock Option
Agreement") between you and the Company.
e. Relocation Expenses. You will be entitled to reimbursement
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of reasonable mutually agreed upon expenses in connection with your relocation
in California.
3. Term.
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a. Employment with the Company is "at-will," not for a specific
term, and can be terminated by you or by the Company at any time for any reason,
with or without cause, subject to the termination provisions set forth herein.
Any contrary representations which may have been made or which may be made to
you are suspended by this offer.
b. In the event that your employment is involuntarily
terminated by the Company other than for "good cause," then you will immediately
resign from all positions with the Company, including your membership on the
Board of Directors, and enter into a consulting arrangement for six (6) months
commencing immediately after your termination date. In consideration for such
consulting arrangement, you will continue to be paid your salary and benefits
for six (6) months and will become vested over such six (6) months in the lesser
of (i) an additional six (6) months of shares covered by your Stock Option
Agreement; (ii) the remaining unvested shares pursuant to the Stock Option
Agreement; provided,
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Mr. Phil Radlick October 26, 1994
Page 3
however, if you obtain new employment during such six (6) month period, any
salary paid pursuant to such arrangement will be offset from amounts due under
this Letter Agreement and vesting of shares covered by your Stock Option
Agreement will cease as of the date you accept such new employment. For purposes
of this Letter Agreement, "good cause" will mean any of the following: gross
misconduct or acts or omission that involve fraud, embezzlement or
misappropriation of any property or proprietary information of the Company.
c. In the event that your employment is voluntarily terminated
or involuntarily terminated by the Company for "good cause," the Company's
obligations hereunder will immediately terminate.
4. Devotion of Entire Business Time to the Company's Business.
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a. During the term of your employment, you will devote all of
your business time and attention to the business of the Company and the Company
will be entitled to all of the benefits and profits arising from or incident to
all such work, services and advice.
b. During the term of your employment, you will not, whether
directly or indirectly, render any services of a commercial or professional
nature to any person or organization, whether for compensation or otherwise,
without the prior written consent of the Board of Directors of the Company.
c. During the term of your employment, you will not, directly
or indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is
competitive in any manner whatsoever with the business of the Company.
5. Proprietary Information and Inventions Agreement; Outside
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Activities. Your acceptance of this offer is contingent upon the execution of
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the Company's Proprietary Information and Inventions Agreement, a copy of which
will be provided for your review and execution prior to the commencement of your
employment.
If you accept this offer, the terms described in this Letter Agreement
will be the terms of your employment. Any additions or modifications of these
terms would have to be in writing and signed by yourself and the Chairman of the
Board.
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Mr. Phil Radlick October 26, 1994
Page 4
The terms of this offer and the Proprietary Information and Inventions
Agreement must be agreed to as a condition of your employment. To accept this
offer, please sign below.
We look forward to working with you to make Cardima a success. If
there are any aspects of our offer which you would like clarified, please let me
know.
Very truly yours,
/s/ Joseph S. Lacob
____________________________________
Joseph S. Lacob
Chairman of the Board of Directors
I accept this offer on the foregoing terms.
/s/ Phil Radlick
______________________________________
Phil Radlick
10/31/94
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Date