**Exhibit 10.19****FOXHOLLOW TECHNOLOGIES, INC.****CHANGE OF CONTROL AND SEVERANCE AGREEMENT**     This Change of Control and Severance Agreement (the “Agreement”) is made and entered intoeffective as of April 9, 2007 (the ‘‘Effective Date”), by and between John B. Simpson, Ph.D., M.D.(the “Employee”) and FoxHollow Technologies, Inc., a Delaware corporation (the “Company”). Certaincapitalized terms used in this Agreement are defined in Section 1 below.**RECITALS**     A. It is expected that the Company from time to time will consider the possibility of a Changeof Control. The Board of Directors of the Company (the “Board”) recognizes that such considerationcan be a distraction to Employee and can cause Employee to consider alternative employmentopportunities.     B. The Board believes that it is in the best interests of the Company and its stockholders toprovide Employee with an incentive to continue Employee’s employment and to maximize the value ofthe Company upon a Change of Control for the benefit of its stockholders.     C. In order to provide Employee with enhanced financial security and sufficient encouragementto remain with the Company notwithstanding the possibility of a Change of Control, the Boardbelieves that it is imperative to provide Employee with certain severance benefits upon Employee’stermination of employment following a Change of Control.**AGREEMENT**     In consideration of the mutual covenants herein contained and the continued employment ofEmployee by the Company, the parties agree as follows:     1. **Definition of Terms**. The following terms referred to in this Agreement will havethe following meanings:          (a) *“Cause”*means (i) any act of personal dishonesty taken by Employee in connection withEmployee’s employment of the Company, which is intended to result in personal enrichment ofEmployee, (ii) Employee’s conviction of, or plea of *nolo contendere*to, a felony which the Companyreasonably believes had or will have a material detrimental effect on the Company’s reputation orbusiness, (iii) any willful act by Employee that constitutes material misconduct and is injuriousto the Company, and (iv) continued violations by Employee of Employee’s obligations to the Company,which are demonstrably willful and deliberate on Employee’s part after there has been delivered toEmployee a written demand for performance from the Company which describes the basis for theCompany’s belief that Employee has not substantially performed such obligations and Employee’sfailure to cure such violations to the reasonable satisfaction of the Company within ten (10)business days of Employee’s receipt of such demand. For purposes of this definition, an act orfailure to act will be deemed “willful” if
 

 
effected not in good faith or without reasonable belief that such actions or failure to actwas in the best interest of the Company or its successor.          (b) *“Change of Control”*will mean the occurrence of any of the following events:               (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities ExchangeAct of 1934, referred to herein as the Exchange Act) becomes the “beneficial owner” (as defined inRule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representingfifty percent (50%) or more of the total voting power represented by the Company’s then outstandingvoting securities, except that any change in the beneficial ownership of the securities of theCompany as a result of a private financing or initial public offering of the Company that isapproved by the Board, will not be deemed to be a Change of Control; or               (ii) the consummation of the sale or disposition by the Company of all or substantially all ofthe Company’s assets; or               (iii) the consummation of a merger or consolidation of the Company with any other entity,other than a merger or consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.          (c) *“Involuntary Termination”*means (i) without Employee’s express written consent, asignificant reduction of Employee’s duties, position or responsibilities relative to Employee’sduties, position or responsibilities in effect immediately prior to such reduction, or the removalof Employee from such position, duties and responsibilities, unless Employee is provided withcomparable duties, position and responsibilities; *provided, however*, that a reduction in duties,position or responsibilities solely by virtue of the Company being acquired and made part of alarger entity (as, for example, when the Chief Financial Officer of the Company remains as suchfollowing a Change of Control but is not made the Chief Financial Officer of the acquiringcorporation) will not constitute an “Involuntary Termination”; (ii) without Employee’s expresswritten consent, a substantial reduction, without good business reasons, of the facilities andperquisites (including office space and location) available to Employee immediately prior to suchreduction (other than a similar reduction applicable to similarly situated employees of theCompany’s successor); (iii) without Employee’s express written consent, a material reduction by theCompany of Employee’s base salary as in effect immediately prior to such reduction (other than areduction applicable to other similarly situated employees of the Company’s successor); (iv)without Employee’s express written consent, a material reduction by the Company in the kind orlevel of employee benefits to which Employee is entitled immediately prior to such reduction withthe result that Employee’s overall benefits package is significantly reduced (other than areduction applicable to other similarly situated employees of the Company’s successor); (v) withoutEmployee’s express written consent, the relocation of Employee to a facility or a location morethan fifty (50) miles from Employee’s
2

 
current location; (vi) any purported termination of Employee other than for “Cause”; or(vii) without Employee’s express written consent, the failure of the Company to obtain theassumption of this Agreement by any successors contemplated in Section 7 below.          (d) *“Termination Date”*means the effective date of any notice of termination delivered by oneparty to the other hereunder.     2. **Term of Agreement****.**This Agreement will terminate upon the date that allobligations of the parties hereto under this Agreement have been satisfied or, if earlier, on thedate, prior to a Change of Control, Employee is no longer employed by the Company.     3. **At-Will Employment****.**The Company and Employee acknowledge that Employee’semployment is and will continue to be at-will, as defined under applicable law. If Employee’semployment terminates for any reason, Employee will not be entitled to any payments, benefits,damages, awards or compensation other than as provided by this Agreement, or as may otherwise beestablished under the Company’s then existing employee benefit plans or policies at the time oftermination.     4. **Acceleration Upon a Change of Control****.**Upon a Change of Control that occurs whileEmployee is an employee of the Company (or any parent or subsidiary of the Company), the vesting ofall stock options granted by the Company to Employee (“Options”) prior to the Change of Controlwill partially accelerate such that 50% of the unvested shares subject to the Options will becomeimmediately vested and exercisable as of the date of the Change of Control (to the extent suchOptions are outstanding and unexercisable at the time of such Change of Control), and 50% of anycommon stock purchased prior to the Change of Control that is subject to a right of repurchase bythe Company that arises in the event Employee’s service to the Company (or its parent or subsidiarycompanies) is terminated (“Restricted Stock”), will have such right of repurchase lapse withrespect to those shares. Each month thereafter, 1/12th of the remaining unvested sharessubject the Options will vest and become exercisable, and any Company repurchase rights withrespect to 1/12th of any remaining Restricted Stock will lapse, in each case subject toEmployee’s continued service with the Company (or its parent or subsidiary companies) through eachsuch date.     5. **Severance Benefits****.**          (a) Termination Within Twelve (12) Months Following A Change of Control. If withintwelve (12) months following a Change of Control, Employee’s employment with the Company terminatesas a result of an Involuntary Termination, and Employee signs and does not revoke the release ofclaims described in Section 8 hereto, Employee will be entitled to the following severancebenefits:               (i) all Options granted by the Company to Employee prior to the Change of Control will becomefully vested and exercisable as of the date of the termination to the extent such Options areoutstanding and unexercisable at the time of such termination, and all Restricted Stock that waspurchased prior to the Change of Control will have any Company repurchase rights lapse with respectto all of such shares;
3

 
               (ii) continuing payments of severance pay for twelve (12) months following the date of suchtermination at a rate equal to Employee’s base salary rate (as in effect immediately prior to (1)the Change of Control, or (2) Employee’s termination, whichever is greater), less applicablewithholding, payable in accordance with the Company’s normal payroll practices; and               (iii) reimbursement for the same level of Company-paid health (i.e., medical, vision anddental) coverage and benefits as in effect for Employee and Employee’s eligible dependents on theday immediately preceding Employee’s Termination Date; *provided, however*, that (i) Employeeconstitutes a qualified beneficiary, as defined in Section 4980B(g)(l) of the Internal Revenue Codeof 1986, as amended (the “Code”), and (ii) Employee timely and properly elects continuationcoverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended(“COBRA”), within the time period prescribed pursuant to COBRA. The Company will continue toreimburse Employee for such health coverage until the earlier of (i) the date Employee(and/or Employee’s eligible dependents) is no longer eligible to receive continuation coveragepursuant to COBRA, or (ii) six (6) months from the Termination Date.          (b) Voluntary Resignation or Termination for Cause within Twelve (12) Months Following aChange of Control. ·If within twelve (12) months following a Change of Control, Employee’semployment with the Company terminates either (i) voluntarily by Employee (other than as a resultof an Involuntary Termination), or (ii) for Cause by the Company, then Employee will not beentitled to receive severance or other benefits except for those, if any, as may then beestablished under the Company’s then existing severance and benefits plans and practices orpursuant to other written agreements with the Company.          (c) Termination Prior to a Change of Control or After Twelve (12) Months Following aChange of Control. In the event Employee’s employment is terminated for any reason, eitherprior to the occurrence of a Change of Control or after the twelve (l2)-month period following aChange of Control, then Employee will be entitled to receive severance and any other benefits, ifany, as may then be established under the Company’s existing written severance and benefits plansand practices, if any, or pursuant to any other written agreements with the Company.          (d) Accrued Wages and Vacation; Expenses. Without regard to the reason for, or thetiming of, Employee’s termination of employment: (i) the Company will pay Employee any unpaid basesalary due for periods prior to the Termination Date; (ii) the Company will pay Employee all ofEmployee’s accrued and unused vacation through the Termination Date; and (iii) following submissionof proper expense reports by Employee, the Company will reimburse Employee for all expensesreasonably and necessarily incurred by Employee in connection with the business of the Companyprior to the Termination Date. These payments will be made promptly upon termination and within theperiod of time mandated by law.     6. **Limitation on Payments****.**In the event that the severance and other benefits providedfor in this Agreement or otherwise payable to Employee (i) constitute “parachute payments” withinthe meaning of Section 280G of the Code or any similar successor provision of Section 280G, and(ii) but for this Section would be subject to the excise tax imposed by Section
4

 
4999 of the Code or any similar successor provision of Section 4999 (the “Excise Tax”), thenEmployee’s benefits under this Agreement will be either:          (a) delivered in full, or          (b) delivered as to such lesser extent which would result in no portion of such benefits beingsubject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicablefederal, state and local income taxes and the Excise Tax, results in the receipt by Employee on anafter-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion ofsuch benefits may be taxable under Section 4999 of the Code.     Unless the Company and Employee otherwise agree in writing, any determination as to whether areduction is required under this Agreement and the amount of such reduction will be made in writingby the Company’s independent public accountants (the “Accountants”), whose determination will beconclusive and binding upon Employee and the Company for all purposes. For purposes of making thecalculations required by this Section, the Accountants may make reasonable assumptions andapproximations concerning applicable taxes and may rely on reasonable, good faith interpretationsconcerning the application of Sections 280G and 4999 of the Code. The Company and Employee willfurnish to the Accountants such information and documents as the Accountants may reasonably requestin order to make a determination under this Section. The Company will bear all costs theAccountants may reasonably incur in connection with any calculations contemplated by this Section.     7. **Successors****.**          (a) Company’s Successors. Any successor to the Company (whether direct or indirect andwhether by purchase, lease, merger, consolidation, liquidation or otherwise) to all orsubstantially all of the Company’s business and/or assets will assume the Company’s obligationsunder this Agreement and expressly agree to perform the Company’s obligations under this Agreementin the same manner and to the same extent as the Company would be required to perform suchobligations in the absence of a succession. For all purposes under this Agreement, the term“Company” will include any successor to the Company’s business and/or assets which executes anddelivers the assumption agreement described in this subsection (a) or which becomes bound by theterms of this Agreement by operation of law.          (b) Employee’s Successors. Without the written consent of the Company, Employee willnot assign or transfer this Agreement or any right or obligation under this Agreement to any otherperson or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights ofEmployee hereunder will inure to the benefit of, and be enforceable by, Employee’s personal orlegal representatives, executors, administrators, successors, heirs, distributees, devisees andlegatees.     8. **Execution of Release Agreement upon Termination****.**As a condition of entering intothis Agreement and receiving the benefits described under Section 5, Employee agrees to execute andnot revoke a general release of claims upon the termination of employment with the Company.
5

 
     9. **Notices****.**          (a) General. Notices and all other communications contemplated by this Agreement willbe in writing and will be deemed to have been duly given when personally delivered or when mailedby U.S. registered or certified mail, return receipt requested and postage prepaid. In the case ofEmployee, mailed notices will be addressed to Employee at the home address which Employee mostrecently communicated to the Company in writing. In the case of the Company, mailed notices will beaddressed to its corporate headquarters, and all notices will be directed to the attention of itsSecretary.          (b) Notice of Termination. Any termination by the Company for Cause or by Employee asa result of a voluntary resignation or Involuntary Termination will be communicated by a notice oftermination to the other party hereto given in accordance with this Section. Such notice willindicate the specific termination provision in this Agreement relied upon, will set forth inreasonable detail the facts and circumstances claimed to provide a basis for termination under theprovision so indicated, and will specify the Termination Date (which will be not more than thirty(30) days after the giving of such notice).     10. **Miscellaneous Provisions****.**          (a) No Duty to Mitigate. Employee will not be required to mitigate the amount of anypayment contemplated by this Agreement, nor will any earnings that Employee may receive from anyother source reduce any such payment.          (b) Waiver. No provision of this Agreement may be modified, waived or dischargedunless the modification, waiver or discharge is agreed to in writing and signed by Employee and byan authorized officer of the Company (other than Employee). No waiver by either party of any breachof, or of compliance with, any condition or provision of this Agreement by the other party will beconsidered a waiver of any other condition or provision or of the same condition or provision atanother time.          (c) Integration. This Agreement and any outstanding stock option agreements andrestricted stock purchase agreements referenced herein (to the extent not amended hereby) representthe entire agreement and understanding between the parties as to the subject matter herein andsupersede all prior or contemporaneous agreements, whether written or oral, with respect to thisAgreement and any stock option agreement or any restricted stock purchase agreement, provided,that, for clarification purposes, this Agreement will not affect any agreements between the Companyand Employee regarding intellectual property matters or confidential information of the Company. Nofuture agreements between the Company and Employee relating to Options or Restricted Stock (whethercurrently outstanding or granted after the date of this Agreement) may supersede this Agreement,unless they are in writing and specifically mention this Section 10(c).          (d) Choice of Law. The internal substantive laws, but not the conflicts of law rules,of the State of California, will govern the validity, interpretation, construction and performanceof this Agreement.
6

 
          (e) Severability. The invalidity or unenforceability of any provision or provisions ofthis Agreement will not affect the validity or enforceability of any other provision hereof, whichwill remain in full force and effect.          (f) Withholding Taxes. All payments made pursuant to this Agreement will be subject towithholding of applicable income, employment and other taxes.          (g) Counterparts. This Agreement may be executed in counterparts, each of which willbe deemed an original, but all of which together will constitute one and the same instrument.*[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]*
7

 
     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case ofthe Company by its duly authorized officer, as of the day and year first above written.     COMPANY: FOXHOLLOW TECHNOLOGIES, INC.         /s/ Mark Meltzer, VP, General Counsel        EMPLOYEE: /s/ John B. Simpson John B. Simpson, Ph.D., M.D.