Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 3, 2008, Cardiac Science Corporation (the "Company") first
publicly announced the appointment of David L. Marver, 40, as its Chief
Operating Officer, effective as of October 31, 2008.
From May 2008 to October 2008, Mr. Marver was a medical device partner at
Omega Fund Management, Inc. (a specialized investment fund with a focus in
healthcare companies). From February 2002 to May 2008, Mr. Marver served in
executive positions at Medtronic, Inc. (a publicly-traded, medical technology
company), including Vice President Marketing - Western Europe, Cardiac Rhythm
Management from February 2002 to September 2005, Vice President Sales - US,
Cardiac Surgery from September 2005 to February 2007 and Vice President Strategy
and Business Development - Global, Diabetes from February 2007 to May 2008.
Mr. Marver entered into an employment arrangement with the Company, including
an Employment Offer Letter dated September 19, 2008. The employment arrangement
includes the following material provisions:
Mr. Marver will be paid an annual base salary of $325,000.
Mr. Marver will be eligible to participate in the Cardiac Science 2009
Executive Incentive Plan that will provide him with a bonus opportunity up to
40% of base salary annually. For the remainder of 2008, Mr. Marver will be
eligible to receive a one time bonus of up to $32,500 based on mutually agreed
objectives.
Mr. Marver will be entitled to reimbursement for relocation expenses, and
other benefits, including a car allowance.
Mr. Marver will be eligible to receive a stock option grant to purchase
100,000 shares of the Company's common stock pursuant to the Cardiac Science
Corporation 2002 Stock Incentive Plan, with an exercise price equal to the value
of the Company's common stock on the date of grant and vesting over four years
as follows: 1/4 vests after 12 months of service, 1/36 vests each month of
service thereafter.
The foregoing description of Mr. Marver's employment arrangement is qualified
in its entirety by reference to the full text of his Employment Offer Letter,
copies of which are attached as Exhibit 10.68 to this Current Report on Form 8-K
and incorporated herein by reference. A copy of the press release announcing,
among other things, Mr. Marver's appointment as the Company's Chief Operating
Officer is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
10.68 Employment Offer Letter for David L. Marver dated September 19, 2008
99.1 Press release dated November 3, 2008
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