exv10w64



 






Exhibit 10.64



Cardiac Science Corporation

Management Incentive Plan (MIP) — 2006





	 	•	 	Eligibility — Sr. Management, Directors, Managers & Selected Key Contributors
	 
	 	•	 	Funding — Bonus pool funded through accrual of 6.5% of consolidated pretax income; 25% of
pretax income after budget is met; Compensation Committee may approve additional funding in
its discretion
	 
	 	•	 	Minimum Profitability — No bonuses unless the Company achieves at least 80% of budgeted pretax income
	 
	 	•	 	Target Payout — Up to 10% of salary
	 
	 	•	 	Stretch Target — Up to 15% of salary (10% target plus 5% additional), based on
consolidated pre-tax income/bonus pool availability
	 
	 	•	 	Formula for Payout:






	 	•	 	Managers/Directors — 40% of target (4% of salary) based on personal objectives set by supervisor
	 
	 	•	 	Remainder based on bonus pool, divided among participants in proportion to salary
(deducting personal objective payouts first)
	 
	 	•	 	Total payouts limited to bonus accrual, so if “earned” bonus amounts based on
individual objectives exceed total accrual amount, payouts are reduced ratably in
proportion to shortfall
	 
	 	•	 	Pro-rated for partial year participation. Must be employed at time of payout to be eligible (est. March ’07).
	 
	 	•	 	Subject to change at any time in the sole determination of the Compensation Committee of the Board of Directors.
	 
	 	•	 	Payout based on audited results, within 30 days of 2006 earnings release.




 









 










Cardiac Science Corporation

Management Incentive Plan — 2006

Addendum for Selected Individuals





	 	•	 	Eligibility — Selected key management individuals — see attached
	 
	 	•	 	Funding — Bonus pool funded through accrual of 3% of consolidated pretax income;
Compensation Committee may approve additional funding in its discretion
	 
	 	•	 	No bonuses unless Cardiac Science achieves at least 80% of budgeted pretax income
	 
	 	•	 	Payout — Up to 25% of salary, including amounts paid out under the general MIP plan
	 
	 	•	 	Formula for Payout:






	 	•	 	Payout amounts determined by dividing pool among participants in proportion to salary
up to a cap of 25% of salary (including payouts from regular MIP plan first)
	 
	 	•	 	Pro-rated for partial year participation. Must be employed at time of payment to be eligible (est. March 07).
	 
	 	•	 	Subject to change at any time in the sole determination of the Compensation Committee of the Board of Directors.
	 
	 	•	 	Payout based on audited results, within 30 days of 2006 earnings release.




 









 










Cardiac Science Corporation

Management Incentive Plan — 2006

Addendum for Senior Executives





	 	•	 	Eligibility — Named individuals — see attached
	 
	 	•	 	Funding — Bonus pool funded through accrual of 1% of consolidated pretax income; 10% of
pretax income after budget is met; Compensation Committee may approve additional funding in
its discretion
	 
	 	•	 	No bonuses unless Cardiac Science earns at least 80% of budgeted pretax income
	 
	 	•	 	Payout — Up to 50% of salary, including amounts paid out under the general MIP plan
	 
	 	•	 	Formula for Payout:






	 	•	 	Payout amounts determined by dividing bonus pool among participants in proportion to
salary up to a cap of 50% of salary (including payouts from regular MIP plan first)
	 
	 	•	 	Pro-rated for partial year participation. Must be employed at time of payment to be eligible (est. March ’07).
	 
	 	•	 	Subject to change at any time in the sole determination of the Compensation Committee of the Board of Directors.
	 
	 	•	 	Payout based on audited results, within 30 days of 2006 earnings release.




 









 










Cardiac Science Corporation

Management Incentive Plan — 2006




Individuals Participating in “Select” MIP Program






VP, Management Information Systems

Director, Clinical Education

VP Technical Services

Sr. Director, Research & Development

Director, Human Resources

Director Materials Management

VP, Corporate Controller

VP, Administration

Director, Manufacturing




Individuals Participating in Senior Management MIP Program





John Hinson, CEO

Mike Matysik, CFO

Dave Hadley, VP, Research

Brian Lee, VP, Engineering

Feroze Motafram, VP, Operations

Garry Norris, VP, Marketing

Cheryl Shea, VP, Regulatory Affairs & Quality Assurance