**Executive Employment Agreement**     This executive employment agreement (“Agreement”), effective                                         ,is between Cardiac Science Corporation, a Delaware corporation (the “Company”), and[                    ] (“Executive”).     WITNESSETH:     WHEREAS, the Company desires to continue to retain the services of Executive upon the termsand conditions set forth herein; and     WHEREAS, Executive is willing to continue to provide services to the Company upon the termsand conditions set forth herein; and     WHEREAS, Executive and the Company are parties to an Employment Agreement, dated by Executiveas of [                    ], that the parties wish to void and replace with this Agreement as of theeffective date of this Agreement;     AGREEMENTS:     NOW, THEREFORE, for and in consideration of the foregoing premises and for other good andvaluable consideration, the sufficiency and receipt of which are hereby acknowledged, the Companyand Executive hereby agree to enter into an employment relationship in accordance with the termsand conditions set forth below.**1. EMPLOYMENT**     The Company will continue to employ Executive, and Executive will continue to acceptemployment by the Company as its [                    ] and report to the [                    ]. Subject toSections 3.3 and 3.4, changes may be made from time to time by the Company in its sole discretionto the duties, reporting relationships and title of Executive. Executive will perform the dutiesof [                    ] and will devote [his/her] full time and attention to achieving the purposes anddischarging of responsibilities afforded the position, and such other duties as may be assignedfrom time to time by the Company, which relate to the business of the Company and are reasonablyconsistent with Executive’s position. During Executive’s employment, Executive will not engage inany business activity that, in the reasonable judgment of the Chief Executive Officer or Board ofDirectors, conflicts with the duties of Executive under this Agreement, whether or not suchactivity is pursued for gain, profit or other advantage. Executive will comply with Companypolicies and procedures, and with all applicable laws and regulations, and will take reasonablesteps to ensure that the operations Executive manages are in compliance with all applicablepolicies, procedures, laws and regulations.**2. COMPENSATION AND BENEFITS**     The Company agrees to pay or cause to be paid to Executive and Executive agrees to accept inexchange for the services rendered hereunder the following compensation and benefits:
2

 
     **2.1 Annual Salary**     Executive’s compensation shall consist of an annual base salary (the “Salary”) of$[INSERT BASE SALARY], payable in accordance with the payroll practices of the Company. The Salaryshall be reviewed, and shall be subject to change, by the Chief Executive Officer and/or the Boardof Directors of the Company (or the Compensation Committee thereof) at least annually whileExecutive is employed hereunder.     **2.2 Bonus**     Executive shall be eligible to participate in the Company’s incentive bonus plan and in suchother executive bonus plans as may be adopted from time to time by the Board of Directors of theCompany (or the Compensation Committee thereof), subject to and in accordance with any applicableeligibility requirements.     **2.3 Benefits**     Executive shall be eligible to participate, subject to and in accordance with applicableeligibility requirements, in such benefit programs as are generally provided to the Company’sexecutives, which shall include, at a minimum, basic health, dental and vision insurance.     **2.4 Vacation and Other Paid Time-Off Benefits**     Each calendar year, Executive shall be entitled to up to five (5) weeks’ paid vacation or theamount of paid vacation provided under the Company vacation policy, whichever is longer. Vacationwill be scheduled by mutual agreement and otherwise governed by the terms of such policy except asstated herein. Executive will also be provided such holidays and sick leave as the Company makesavailable to all of its other employees. Notwithstanding any other policy or practice, Executive’sunused vacation days shall expire at the end of each calendar year and upon the termination ofExecutive’s employment with the Company.     **2.5 Business Expenses**     Executive shall be reimbursed for all reasonable out-of-pocket expenses actually incurred byExecutive in the conduct of the business of the Company, provided that Executive submitssubstantiation of all such expenses to the Company on a timely basis in accordance with standardpolicies of the Company.**3. TERMINATION**     **3.1 Employment At Will**     Executive acknowledges and understands that employment with the Company is at will and can beterminated by either party for no reason or for any reason not otherwise specifically prohibited bylaw or provided for in this Agreement. Nothing in this Agreement is intended to alter Executive’sat-will employment status or obligate the Company to continue to employ Executive for any specificperiod of time, or in any specific role or geographic location. Either the Company or Executivemay terminate this agreement at any time for any reason, with or without notice. Except asexpressly provided for in this Agreement, upon any termination of employment, Executive shall notbe entitledto receive any payments or benefits under this Agreement other than any unpaid Salary earned
3

 
through the date of termination. Such amounts shall be paid in a lump sum on the next regularlyscheduled payroll date following the date on which Executive’s employment terminated.     **3.2 Automatic Termination on Death or Total Disability**     This Agreement and Executive’s employment hereunder shall terminate automatically upon thedeath or Total Disability of Executive. “Total Disability” shall mean Executive’sinability, with reasonable accommodation, to perform the duties of his position for a period orperiods aggregating ninety (90) calendar days in any period of one hundred eighty days (180)consecutive days as a result of physical or mental illness, loss of legal capacity or any othercause beyond Executive’s control. Executive and the Company hereby acknowledge that Executive’sability to perform the duties specified in Section 1 is the essence of this Agreement. Terminationhereunder shall be deemed to be effective (a) at the end of the calendar month in which Executive’sdeath occurs or (b) immediately upon a determination by the Board of Directors of the Company (orthe Compensation Committee thereof) of Executive’s Total Disability. In the case of termination ofemployment under this Section 3.2, Executive shall not be entitled to receive any payments orbenefits under this Agreement other than any unpaid Salary, which shall be paid in a lump sum onthe next regularly scheduled payroll date following the date on which Executive’s employmentterminated.     **3.3 Termination Without Cause or for Good Reason, Other Than in Connection with a Change of Control**     If (a) the Company terminates Executive’s employment without Cause (as defined below), or(b) Executive resigns for Good Reason (as defined below), then Executive shall be entitled toreceive the following termination payments, except that this Section 3.3 shall not apply to, andshall have no effect in connection with, any termination to which Section 3.2 or Section 3.4 ofthis Agreement applies:     (1) An amount totaling [INSERT SEVERANCE PAYMENT PERIOD – 18, 12, 9] months’ Salary,at the rate in effect immediately prior to termination, to be paid to Executive inaccordance with the terms below (“Severance Payments”).     (2) Company-paid premiums for Executive and Executive’s spouse’s and dependents’continuing health insurance coverage under the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended, (“COBRA”), for the shorter of (i) [INSERT BENEFITS PERIOD– 18, 12, 9] months; (ii) until such date as Executive is no longer entitled to COBRAcontinuation coverage under the Company’s group health plan(s); or (iii) until such date asExecutive obtains health coverage through another employer, provided that such benefitswill be provided only if, as a result of Executive’s termination without Cause orresignation for Good Reason, Executive is eligible for and timely (and properly) electsCOBRA continuation coverage for Executive under the Company’s group health plan(s).     (3) Unpaid Salary, paid in a lump sum on the next regularly scheduled payroll datefollowing the date on which Executive’s employment terminated.     (4) Executive’s earned and unpaid bonuses for the year in which Executive’s employmentterminates, calculated according to the bonus plan criteria in place for that year, butpro-rated through the date of termination. Such bonus, if any, shallbe paid in a lump-sum payment on the date such bonuses are paid to eligible employees; provided thatsuch
4

 
payment shall be paid no later than the 15th day of the third calendar month followingthe end of the calendar year in which Executive’s employment terminated.     The Severance Payments, bonus equivalent and benefits described above are expressly contingentupon Executive’s signing upon termination a full release in a form acceptable to the Company, andare further contingent upon Executive’s full and continued compliance with the terms of Section 4of this Agreement. Severance Payments shall be paid to Executive through the Company’s orSuccessor Employer’s normally scheduled payroll during the [INSERT SEVERANCE PAYMENT PERIOD – 18,12, 9] month period immediately following the date on which Executive’s employment was terminatedwithout Cause or Executive resigned for Good Reason. Each such installment payment shall betreated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”).     **3.4 Termination in Connection with a Change of Control** **3.4.1** **Severance Benefits for Qualified Terminations in Connection with a Change of Control**     If (a) during the period commencing on the date the Company enters into a definitive agreementwith respect to a transaction that would constitute a Change of Control (as defined below) andending on the date the definitive agreement therefor is terminated or the Change of Control isconsummated, the Company terminates Executive’s employment without Cause (as defined below), (b)during the period commencing upon the consummation of the Change of Control and ending twenty-four(24) months thereafter, the Company or, if applicable, the surviving or successor employer(“Successor Employer”) terminates Executive’s employment without Cause (as defined below),or (c) during the period commencing upon the consummation of the Change of Control and endingtwenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), thenExecutive shall be entitled to receive the following payments and benefits:     (1) An amount equal to [INSERT SEVERANCE PAYMENT PERIOD – 24, 18, 12] months’ Salary(measured as the higher of the Salary in effect immediately prior to the Change of Controlor the Salary in effect immediately prior to termination) plus [INSERT BONUS PAYMENTPERCENTAGE – 200, 150, 100]% of Executive’s Target Bonus for the year in which terminationoccurs, paid to Executive in accordance with the terms below (“CIC SeverancePayments”).     (2) Company-paid premiums for Executive and Executive’s spouse’s and dependents’continuing health insurance coverage under the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended, (“COBRA”), for the shorter of (i) [INSERT BENEFITS PERIOD– 24, 18, 12] months; (ii) until such date as Executive is no longer entitled to COBRAcontinuation coverage under the Company’s group health plan(s); or (iii) until such date asExecutive obtains health coverage through another employer, provided that such benefitswill be provided only if, as a result of Executive’s termination without Cause orresignation for Good Reason, Executive is eligible for and timely (and properly) electsCOBRA continuation coverage for Executive under the Company’s group health plan(s).     (3) Unpaid Salary as of the date Executive’s employment terminates, paid in a lump sumon the next regularly scheduled payroll date following the date on which Executive’semployment terminated.
5

 
     (4) Executive’s earned and unpaid bonuses for the year in which Executive’s employmentterminates, calculated according to the bonus plan criteria in place for that year, butpro-rated through the date of termination. Such bonus, if any, shall be paid in a lump-sumpayment on the date such bonuses are paid to eligible employees; provided that such paymentshall be paid no later than the 15th day of the third calendar month following the end ofthe calendar year in which Executive’s employment terminated.     (5) Accelerated vesting of one hundred percent (100%) of (A) Executive’s then unvestedoptions to purchase shares of the Company’s common stock or the options to purchase commonstock of the Successor Employer issued in substitution therefor in connection with theChange of Control, (B) any restricted stock units, or (C) other similar stock-based awards.     The CIC Severance Payments, bonus equivalent and benefits described above are expresslycontingent upon Executive’s signing upon termination a full release in a form acceptable to theCompany and/or a Successor Employer, as applicable, and are further contingent upon Executive’sfull and continued compliance with the terms of Section 4 of this Agreement. CIC SeverancePayments shall be paid to Executive through the Company’s or Successor Employer’s normallyscheduled payroll during the [INSERT SEVERANCE PAYMENT PERIOD – 24, 18, 12] month periodimmediately following the date on which Executive’s employment was terminated without Cause orExecutive resigned for Good Reason. Each such installment payment shall be treated as a separatepayment for purposes of Code Section 409A. **3.4.2** **Change of Control**     For purposes of this Agreement, “Change of Control” means:     (a) a merger or consolidation of the Company with or into any other company, entity orperson;     (b) a sale, lease, exchange or other transfer, in one transaction or a series oftransactions undertaken with a common purpose, of all or substantially all of the Company’sthen outstanding securities or all or substantially all of the Company’s assets;     (c) the purchase of a significant portion of the Company’s common stock withoutapproval of a majority of the Company’s incumbent directors; or     (d) a successful proxy contest, which is stated in terms of the Board of Directorsbecoming composed of a majority of persons that are not incumbent directors (or appointedor nominated by incumbent directors)..     Notwithstanding the foregoing, a Change of Control shall not include a Related PartyTransaction. A “Related Party Transaction” means:     (a) a merger or consolidation of the Company in which the holders of the outstandingvoting securities of the Company outstanding immediately prior to the merger orconsolidation hold at least a majority of the outstanding voting securities of thesurviving or successor entity immediately after the merger or consolidation;
6

 
     (b) a sale, lease, exchange or other transfer of the Company’s assets to amajority-owned subsidiary company;     (c) a transaction undertaken for the principal purpose of restructuring the capital ofthe Company, including but not limited to reincorporating the Company in a differentjurisdiction; or     (d) a corporate dissolution or liquidation.           **3.4.3** **Code Section 280G**     (a) Notwithstanding anything in this Agreement to the contrary, in the event thatExecutive becomes entitled to receive or receives any payment or benefit under thisAgreement or under any other plan, agreement or arrangement with the Company, any personwhose actions result in a Change of Control or any person affiliated with the Company orsuch person (all such payments and benefits being referred to herein as the “TotalPayments”) and it is determined that any of the Total Payments will be subject to anyexcise tax pursuant to Code Section 4999, or any similar or successor provision(the “Excise Tax”), the Company shall pay to Executive either (i) the full amount of theTotal Payments or (ii) an amount equal to the Total Payments, reduced by the minimum amountnecessary to prevent any portion of the Total Payments from being an “excess parachutepayment” (within the meaning of Code Section 280G) (the“Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive,on an after-tax basis, of the greatest amount of Total Payments notwithstandingthat all or some portion of the Total Payments may be subject to the Excise Tax. Forpurposes of determining whether Executive would receive a greater after-tax benefit fromthe Capped Payments than from receipt of the full amount of the Total Payments,(i) there shall be taken into account any Excise Tax and all applicable federal,state and local taxes required to be paid by Executive in respect of the receipt of suchpayments and (ii) such payments shall be deemed to be subject to federal income taxes atthe highest rate of federal income taxation applicable to individuals that is in effect forthe calendar year in which the effective date of the Change in Control occurs, and stateand local income taxes at the highest rate of taxation applicable to individuals in thestate and locality of Executive’s residence on the effective date of the Change in Control,net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deductionis subject to the maximum limitation applicable to itemized deductions under Code Section68 and any other limitations applicable to the deduction of state and local income taxesunder the Code).     (b) All computations and determinations called for by this Section 3.4.3 shall be madeby a reputable independent public accounting firm or independent tax counsel appointed bythe Company (the “Firm”). All determinations made by the Firm under this Section 3.4.3shall be conclusive and binding on both the Company and Executive, and the Firm shallprovide its determinations and any supporting calculations to theCompany and Executive within ten (10) business days after Executive’s employment terminates underany of the circumstances described in Section 3.4.1, or such earlier time as is requestedby the Company. For purposes of making its determinations under this Section 3.4.3, theFirm may rely on reasonable, good faith interpretations concerning the application of CodeSections 280G and 4999. The Company and Executive shall furnish to the Firm suchinformation and
7

 
documents as the Firm may reasonably request in making its determinations.The Company shall bear all fees and expenses charged by the Firm in connection with itsservices.     (c) In the event that Section 3.4.3(a) applies and a reduction is required to beapplied to the Total Payments thereunder, the Total Payments shall be reduced by theCompany in its reasonable discretion in the following order: (i) reduction of any TotalPayments that are subject to Code Section 409A on a pro-rata basis or such other mannerthat complies with Code Section 409A, as determined by the Company, and (ii) reduction ofany Total Payments that are exempt from Code Section 409A.     **3.5 Definitions of “Cause” and “Good Reason”**          **3.5.1** **Cause**     Wherever reference is made in this Agreement to termination being with or without Cause,"Cause” shall mean the occurrence of one or more of the following events:     (a) willful misconduct, insubordination or dishonesty in the performance ofExecutive’s duties or a knowing and material violation of the Company’s or the SuccessorEmployer’s policies and procedures in effect from time to time which results in a materialadverse effect on the Company or the Successor Employer;     (b) the continued failure of Executive to satisfactorily perform his duties afterreceipt of written notice that identifies the areas in which Executive’s performance isdeficient;     (c) willful actions in bad faith or intentional failures to act in good faith byExecutive with respect to the Company or the Successor Employer that materially impair theCompany’s or the Successor Employer’s business, goodwill or reputation;     (d) conviction of Executive of a felony or misdemeanor, conduct by Executive that theCompany reasonably believes violates any statute, rule or regulation governing the Company,or conduct by Executive that the Company reasonably believes constitutes unethicalpractices, dishonesty or disloyalty and that results in a material adverse effect on theCompany or the Successor Employer;     (e) current use by Executive of illegal substances;     (f) any material violation by Executive of the Confidentiality Agreement; or     (g) solely for purposes of a termination without Cause to which Section 3.3 applies,the Company fails as a business enterprise, as evidenced by the Company’s (i) voluntary orinvoluntary entry into bankruptcy proceedings or (ii) winding up its affairsbecause in the judgment of the Board of Directors of the Company the Company is nolonger economically viable. **3.5.2** **Good Reason**     For the purposes of this Agreement, “Good Reason” shall mean that Executive, without his orher consent, has:
8

 
     (a) incurred a material reduction in title, status, authority or responsibility at theCompany or the Successor Employer (relative to title, status, authority or responsibilityimmediately prior to the Change of Control);     (b) incurred a material reduction in Executive’s annual Salary or bonus opportunity;or material adverse modifications to the stock option awarded to Executive, or the StockPlan (or any similar stock option plan);     (c) suffered a material breach of this Agreement by the Company or the SuccessorEmployer; or     (d) been required to relocate or travel more than fifty (50) miles from his thencurrent place of employment in order to continue to perform the duties and responsibilitiesof his/her position (not including customary travel as may be required by the nature ofhis/her position).     Notwithstanding the foregoing, termination of employment by Executive will not be for GoodReason unless (x) Executive notifies the Company in writing of the existence of the condition whichExecutive believes constitutes Good Reason within thirty (30) days of the initial existence of suchcondition (which notice specifically identifies such condition), (y) the Company fails to remedysuch condition within thirty (30) days after the date on which it receives such notice (the“Remedial Period”), and (z) Executive actually terminates employment within thirty (30)days after the expiration of the Remedial Period and before the Company remedies such condition.If Executive terminates employment before the expiration of the Remedial Period or after theCompany remedies the condition (even if after the end of the Remedial Period), then Executive’stermination will not be considered to be for Good Reason.**4. CONFIDENTIALITY; NON-SOLICITATION; NON-COMPETITION**     **4.1 Confidentiality Agreement**     Executive recognizes that the Company’s business and continued success depend upon the use andprotection of confidential information and proprietary information, and therefore Executive issubject to, and this Agreement is conditioned on agreement to, the terms of the non-disclosureagreement (the “Confidentiality Agreement”) entered into by Executive and the terms of theConfidentiality Agreement shall survive the termination of Executive’s employment with the Companyor Successor Employer.     **4.2 Non-Solicitation Agreement**     (a) During Executive’s employment with the Company and/or a Successor Employer and for oneyear after the termination of such employment, Executive will not induce, or attempt to induce, anyemployee or independent contractor of the Company and/or a Successor Employer to cease suchemployment or relationship to engage in, be employed by, perform services for, participate in theownership, management, control or operation of, or otherwise be connected with, either directly orindirectly, any Competing Business (defined below).     (b) During Executive’s employment with the Company and/or a Successor Employer and for oneyear after the termination of such employment, Executive will not, directly or indirectly(i) solicit, divert, appropriate to or accept on behalf of any Competing Business, or (ii) attemptto
9

 
solicit, divert, appropriate to or accept on behalf of any Competing Business, any business fromany customer or actively sought prospective customer of the Company with whom Executive has dealt,whose dealings with the Company have been supervised by Executive or about whom Executive hasacquired confidential information in the course of his employment.     **4.3 Non-Competition Agreement**     During Executive’s employment with the Company and/or a Successor Employer and for one yearafter the termination of such employment, Executive will not engage in, be employed by, performservices for, participate in the ownership, management, control or operation of, or otherwise beconnected with, either directly or indirectly, any Competing Business. For purposes of thisSection 4.3, Executive will not be considered to be connected with any Competing Business solely onaccount of ownership of less than five percent of the outstanding capital stock or other equityinterests in any Competing Business. Executive agrees that this restriction is reasonable, butfurther agrees that should a court exercising jurisdiction with respect to this Agreement find anysuch restriction invalid or unenforceable due to unreasonableness, either in period of time,geographical area, or otherwise, then in that event, such restriction is to be interpreted andenforced to the maximum extent which such court deems reasonable.     **4.4 Competing Business**     “Competing Business” means any business whose efforts are in competition with the efforts ofthe Company. A Competing Business includes any business whose efforts involve any research anddevelopment, products or services in competition with products or services which are, during and atthe end of Executive’s employment with the Company and/or a Successor Employer, (a) produced,marketed or otherwise commercially exploited by the Company and/or a Successor Employer, or (b) inactual research or development by the Company and/or a Successor Employer, or (c) planned forfuture research and development by the Company and/or a Successor Employer, as demonstrated byobjective evidence, such as budget allocations, work assignments, hiring decisions, planningdocuments, or other similar documentation.**5. ASSIGNMENT**     This Agreement is personal to Executive and shall not be assignable by Executive. The Companymay assign its rights hereunder to (a) any Successor Employer; (b) any other corporation resultingfrom any merger, consolidation or other reorganization to which the Company is a party; (c) anyother corporation, partnership, association or other person to which the Company may transferall or substantially all of the assets and business of the Company existing at such time; or(d) any subsidiary, parent or other affiliate of the Company. All of the terms and provisions ofthis Agreement shall be binding upon and shall inure to the benefit of and be enforceable by theparties hereto and their respective successors and permitted assigns.**6. AMENDMENTS IN WRITING**     No amendment, modification, waiver, termination or discharge of any provision of thisAgreement, or consent to any departure therefrom by either party hereto, shall in any event beeffective unless the same shall be in writing, specifically identifying this Agreement and theprovision intended to be amended, modified, waived, terminated or discharged and signed by theCompany and Executive, and each such amendment, modification, waiver, termination or dischargeshall be effective only in the specific instance and for the specific purpose for which given. Noprovision of
10

 
this Agreement shall be varied, contradicted or explained by any oral agreement,course of dealing or performance or any other matter not set forth in an agreement in writing andsigned by the Company and Executive.**7. APPLICABLE LAW**     This Agreement shall in all respects, including all matters of construction, validity andperformance, be governed by, and construed and enforced in accordance with, the laws of the Stateof Washington, without regard to any rules governing conflicts of laws.**8. ENTIRE AGREEMENT**     This Agreement, on and as of the date hereof, constitutes the entire agreement between theCompany and Executive with respect to the subject matter hereof, and all prior or contemporaneousoral or written communications, understandings or agreements between the Company and Executive withrespect to such subject matter are hereby superseded.**9. SEVERABILITY**     If any provision of this Agreement is held to be invalid, illegal or unenforceable in anyrespect under any applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability shall not affect any other provision of this Agreement or any action in any otherjurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction asif such invalid, illegal or unenforceable provision had never been contained herein.**10. CODE SECTION 409A**     With respect to any payments or benefits hereunder that are subject to Code Section 409A andany official guidance and regulations issued thereunder (together “Code Section 409A”) andthat are payable on account of Executive’s termination of employment, such payments shall only bemade if such termination of employment constitutes a “separation from service” within the meaningof Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement, allreimbursements for costs and expenses under this Agreement will be paid in no event later than theend of the calendar year following the calendar year in which Executive incurs such expense. Withregard to any provision herein that provides for reimbursement of costs and expenses or in-kindbenefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kindbenefits shall not be subject to liquidation or exchange for another benefit, and (ii) theamount of expenses eligible for reimbursements or in-kind benefits provided during any taxable yearshall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in anyother taxable year.     The Company makes no representations or warranties to Executive with respect to any tax,economic or legal consequences of this Agreement or any payments or other benefits providedhereunder, including without limitation under Code Section 409A, and no provision of the Agreementshall be interpreted or construed to transfer any liability for failure to comply with CodeSection 409A from Executive or any other individual to the Company or any of its affiliates.Executive, by executing this Agreement, shall be deemed to have waived any claim against theCompany and its affiliates with respect to any such tax, economic or legal consequences. However,the parties intend that this Agreement and the payments and other benefits provided hereunder beexempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuantto the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4),
11

 
theinvoluntary separation pay plan exception described in Treasury Regulation Section1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement(and such payments and benefits), the parties intend that this Agreement (and such payments andbenefits) comply with the deferral, payout and other limitations and restrictions imposed underCode Section 409A. Notwithstanding any other provision of this Agreement to the contrary, thisAgreement shall be interpreted, operated and administered in a manner consistent with suchintentions. In addition, if Executive is a “specified employee,” within the meaning of CodeSection 409A, then to the extent necessary to avoid subjecting Executive to the imposition of anyadditional tax under Code Section 409A, amounts that would otherwise be payable under thisAgreement during the six (6) month period immediately following Executive’s “separation fromservice” for reasons other than Executive’s death shall not be paid to Executive during suchperiod, but shall instead be accumulated and paid to Executive in a lump sum on the first businessday after the earlier of the date that is six (6) months following Executive’s separation fromservice.     **IN WITNESS WHEREOF**, the parties have executed and entered into this Agreement effective on thedate first set forth above.       **EXECUTIVE**               Date           **CARDIAC SCIENCE CORPORATION**         By                    Its           Date 
12