EXHIBIT 10.9A
AMENDMENT NO. 1 TO
EMPLOYMENT LETTER AGREEMENT
This Amendment No. 1 to Employment Letter Agreement (this "Amendment") is
made as of April 3, 1997 by and between Heartstream, Inc., a Delaware
corporation (the "Company"), and Xxxx X. Xxxx, Ph.D. (the "Employee").
WHEREAS, the parties have entered into that certain Employment Letter
Agreement dated November 8, 1993 (the "Original Employment Agreement"), which
provides certain terms of Employee's employment with the Company; and
WHEREAS, the parties desire to amend certain provisions of the Original
Employment Agreement, as more fully described below;
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Section 10 of the Original Employment Agreement is amended to read in
its entirety as follows:
Your employment with and position on the Board of Directors of
Heartstream, Inc. is "at will." You or the Company may terminate your
employment at any time for any reason or no reason or cause
whatsoever. In the event the Company terminates your employment
without "cause" as defined below, or you become permanently disabled
as determined by the Board of Directors, you will be entitled to
continuation of your base salary, as well as medical benefits, for a
period of twelve (12) months or until you secure a new position,
whichever is sooner. If you secure a new position within the twelve
(12) month continuation period and receive compensation (base salary
plus bonuses) less than your ending compensation (base salary plus
bonuses) at Heartstream, Inc., the Company will pay you the difference
for the remaining portion of the twelve (12) month continuation
period. Stock options will not continue to vest after your termination
date.
If you resign or are terminated with cause, you will be entitled to
only the salary, bonus, benefits and stock options earned and vested,
as of the last date of your actual employment and no additional
severance pay or benefits of any kind will be provided.
For purposes of this severance provision, "cause" means gross
negligence, gross misconduct, habitual neglect of duties, dishonesty,
criminal acts, violation of any state or federal securities laws or
failure to obey the lawful policies or instruction of the Board of
Directors.
2. In the event of a conflict between the Original Employment Agreement,
as amended by this Amendment, and the Change of Control Severance Agreement
dated June 11, 1997, by and between the Company and the Employee (the "Change of
Control Severance Agreement"), the terms of the Change of Control Severance
Agreement shall govern.
3. Except as expressly modified hereby, the Original Employment Agreement
shall remain in full force and effect in accordance with its original terms.
4. This Amendment shall be governed, construed and enforced in accordance
with the laws of California, without regard to principles of conflict of laws.
HEARTSTREAM, INC. XXXX XXXX, PH.D
By: /s/ XXXXXXX XXXXXXXXX /s/ XXXX XXXX
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Name: Xxxxxxx Xxxxxxxxx
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Title: Board Member
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