Vesting Acceleration And Severance Agreement
Exhibit 10.11
In consideration for the continued employment of Xxx Xxxxxx (the “Employee”) at the executive level
within Xxxxxx Medical (the “Company”):
In the event of an Acquisition of the Company (as defined below) and either a) the termination of
his employment for other than Cause (as defined below) or b) the material change of his employment
by substantial diminution in compensation or duties, or c) substantial relocation of his place of
work, Employee shall be entitled to the following:
(i) Fifty percent (50%) of any then-unvested shares subject to stock options issued to
Employee shall become immediately vested;
(ii) Employee shall receive three (3) months of severance payments based on Employee’s then
current annual salary compensation; and
(iii) Employee shall receive three (3) months continuation of Employee’s then-current health,
dental, vision, and life/disability insurance benefits;
The following terms shall have the following definitions:
(i) An “Acquisition” shall mean a) any consolidation or merger of the Company with or into any
other corporation or entity or person in which the stockholders of the Company prior to such
consolidation, merger or reorganization shall own less than fifty percent (50%) of the voting stock
of the continuing or surviving entity of such consolidation, merger or reorganization, b) any other
corporate reorganization in which in excess of fifty percent (50%) of the Company’s voting power is
transferred, or c) any transaction in which any person, together with its affiliates, accumulates
fifty percent (50%) or more of the Company’s voting power;
(ii) “Cause” shall mean (a) an intentional unauthorized use or disclosure of the Company’s
confidential information or trade secrets, which use or disclosure causes material harm to the
Company, (b) a material breach of any agreement between Employee and the Company, (c) a material
failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of
“guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e)
gross negligence or willful misconduct or (f) a continued failure to perform assigned duties after
receiving written notification of such failure from the Company’s Board of Directors.
Understood and Agreed:
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/s/ Xxxxxx Xxxxxx
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11 Oct 05 | |||
Xxxxxx Xxxxxx, CTO
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Date | |||
/s/ Xxxx Xxxx
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10-11-05 | |||
Xxxx Xxxx, CEO
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Date |