exv10w27






EXHIBIT 10.27





30, June 2008




Frederick M Bauer

1492 N. Portsmouth Circle

Orange, CA 92869-1511




Re: Offer Letter and Employment Terms



Dear Fred:



Everyone at Cardica is excited that you are joining the team. We are impressed with your background
and accomplishments and are confident that you will flourish at Cardica, Inc. (the “Company”). On
behalf of the Company, I am pleased to offer you the position of Vice President, Manufacturing &
Operations. Your employment terms and other matters are described below.



Your duties and responsibilities include leading all operations/manufacturing functions, along with
all facility related responsibilities. The Company may change your position and responsibilities
from time to time as it deems necessary. You will be based in Redwood City, CA and will report to
me, Bernard Hausen, President & CEO.



Your base salary rate of pay will be Nineteen Thousand One Hundred Sixty-six Dollars and Sixty-six
cents ($19,166.00) per month, less applicable payroll deductions and all required withholdings. You
will be paid semi-monthly, and you will be eligible for the following Company benefits: health
insurance, life insurance/AD&D and long-term/short-term disability insurance, employee assistance
program (EAP), flexible spending plan (FSA), 401(k) plan, health club, paid time off (PTO) and
holidays. Due to your pre-scheduled personal events, you will be permitted an additional 7 days of
unpaid time off between now and the end of this calendar year.



In the position of Vice President, Manufacturing & Operations, you are eligible to participate in
Cardica’s annual performance-based Executive Bonus Program, which runs concurrently with our fiscal
year of July — June. The current target bonus for this position is 25% of you base annual salary.



To assist you in your relocation from Orange County, CA to the San Francisco Bay Peninsula, Cardica
will provide the following benefits and accommodations:





	 	•	 	Up to three months of temporary housing on the SF Bay Peninsula in the form of a
furnished apartment for you and your spouse, actual costs not exceed $3,000 per month;
temporary housing is expected to commence thirty days from the commencement of your
employment; T&E during your first thirty days of employment with Cardica will be
considered business travel as you assimilate into the Company, and will be reimbursed
through the Company’s normal business expense travel policy;





 









 








	 	•	 	Packing, shipping and unpacking of household goods, including one car (not to
exceed 20,000 lbs);
	 
	 	•	 	Two (2) round-trip airline fares for your spouse (to/from Southern California);
	 
	 	•	 	Six (6) round trip economy/coach airline fares for you to/from Southern California
to return home during your temporary living (assumes 2x/month at a total cost of all
home visit air expense not to exceed $1,620);
	 
	 	•	 	One-way airline travel for you and your spouse from Southern California to Northern
California on final trip, along with mileage reimbursement for one car;
	 
	 	•	 	Miscellaneous lump sum moving allowance in the amount of $1,500.00




Regarding your relocation, Cardica will contract with Plus Relocation to assist you, including tax
equalization to be coordinated with Cardica Payroll. It is expected that the total expenses,
including the tax equalization, not exceed $40,000 (you may reference the attached relocation
expense itemization for the complete details).



Upon execution of this offer letter and the Employee Proprietary Information and Inventions
Agreement in the form attached hereto as Exhibit A, and the commencement of your full-time
employment with the Company, it will be recommended to the Board of Directors of the Company that
you be granted an incentive stock option for Seventy Thousand (70,000) shares of the Company’s
Common Stock (the “Option”), at an exercise price equal to the fair market value of Common Stock at
the time of grant. The Seventy Thousand (70,000) shares shall be vested as follows: 25% of the
shares shall vest on the one year anniversary, provided you are still employed by the Company as of
such date; thereafter, 1/48 of the shares shall vest monthly until either (i) you cease to provide
services to the Company for any reason, or (ii) the Options become fully vested.



As a Company employee, you will be expected to abide by Company rules and regulations, and sign and
comply with the attached Proprietary Information and Inventions Agreement attached hereto as
Exhibit A (the “Employee Proprietary Agreement”).



You may terminate your employment with the Company at any time and for any reason whatsoever simply
by notifying the Company. Likewise, the Company may terminate your employment at any time and for
any reason whatsoever, with or without cause or advance notice. This at-will employment
relationship cannot be changed except in writing signed by a duly authorized officer of the
Company.



This letter, together with Exhibit A, forms the complete statement of your employment agreement
with the Company. The employment terms in this letter supersede any other agreements or promises
made to you by anyone, whether oral or written. This offer is subject to satisfactory proof of
your right to work in the United States, and as required by law, you must provide the necessary
documentation within 72 hours after you begin working.



Please sign and date this letter and the attached Employee Proprietary Agreement, and return it to
me by close of business on 3 July 2008, if you wish to accept this offer of employment at the
Company under the terms of this letter.




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Everyone involved with the enterprise believes that the Company will thrive and grow in the years
to come. We look forward to working with you in this unique growth opportunity and in having you
join our team. If you have any questions regarding this offer, please call me directly at (650)
331-7124.




Sincerely,




/s/ Bernard Hausen




Dr. Bernard Hausen

President, CEO and Co-Founder




Accepted:




	 	 	 
	/s/ Frederick Bauer
 

Frederick Bauer

	 	 
	 
	 	 
	June 30, 2008
 

Date Signed

	 	 
	 
	 	 
	14 July 2008
	 	 
	 

Start Date

	 	 






Attachments:




Exhibit A: Proprietary Information and Inventions Agreement





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