Exhibit 10.1





EXHIBIT 10.1




THE SPECTRANETIC CORPORATION

MASTER CONSULTING AGREEMENT




This Master Consulting Agreement (“Agreement”) is entered into this 25th day of
March, 2009 by and between The Spectranetics Corporation, a Delaware Corporation, 9965
Federal Drive, Colorado Springs, CO 80921 (“Spectranetics”), and Craig Walker, MD, 225
Dunn Street, Houma, LA 70360 (“Consultant”) dated as of March 9, 2009.



RECITALS




A. Spectranetics is engaged in, among other things, the business of researching,
developing, and commercializing proprietary lasers, catheters, and other devices for
the treatment of coronary and peripheral vascular disease and management of cardiac
leads throughout the United States and the world.



B. Consultant represents that he or she is a qualified physician, experienced in
treatment of peripheral vascular disease techniques, including but not limited to the
use of the Spectranetics peripheral applications, and duly licensed in the state of
Louisiana with knowledge and insights regarding the treatment of coronary and
peripheral vascular disease and/or management of cardiac leads



C. Spectranetics and Consultant desire to enter into an agreement in which Consultant
will provide consulting services to Spectranetics according to the terms and
conditions set forth below.



AGREEMENT




NOW, THEREFORE, in consideration of the recitals above and the mutual promises set
forth below and other good and valuable consideration, the parties agree as follows:



Duties. Consultant shall provide consulting services as requested in writing
by an authorized employee at Spectranetics as specified in paragraph below, from time
to time in a variety of areas where, in Spectranetics’ opinion, such services would be
useful or necessary, including but not limited to the areas of laser peripheral
application treatment products, product development, non-laser products, procedures,
and/or clinical operations/studies. In addition, Consultant may be asked to directly
support clinical training, education of physicians or other medical professionals
and/or Spectranetics employees, and/or act as an advisor with respect to new marketing
materials, initiatives and programs, in each case related to treatment of peripheral
vascular disease. Spectranetics reserves the right to review and/or approve any or
all presentation materials, including not only slide presentations but also the
selection of live cases at any SPNC sponsored event, to ensure consistency with the
FDA approved indications for use. Exhibit A is a list of types of services which
Spectranetics may request.



Consultant shall perform the consulting services in accordance with all
applicable local, federal and state laws and regulations and generally accepted
standards of good clinical practice, including without limitation the Health Insurance
Portability and Accountability Act (“HIPPA”), the anti fraud and abuse provisions of
the Medicare laws, and the Food, Drug and Cosmetic Act and their implementing
regulations.


 


 









 





1. Term. The term of this agreement shall be from the date of this
Agreement until March 9, 2010.



2. Compensation. Consultant shall receive compensation from
Spectranetics as outlined in Exhibit A, plus previously agreed upon-reasonable
out-of-pocket expenses for consulting services rendered under this Agreement, provided
further than Consultant shall not be paid for consulting services in excess of 10 days
in any month without prior approval in writing from an Executive Officer of
Spectranetics. Services outside of those outlined in Exhibit A will be negotiated
separately and will be subject of a written amendment or separate agreement.



Consultant shall invoice Spectranetics monthly for services rendered pursuant to
this Agreement, which invoice shall describe the services provide and the number of
hours associated with such work. Spectranetics shall pay such invoice within 30 days
of receipt.



The compensation paid under this Agreement shall constitute revenues to
Consultant. Spectranetics shall not withhold any amounts therefrom as federal or
state income tax or as employee contributions under FICA or any federal or state
unemployment, welfare or health insurance program, and Spectranetics shall not make
any employer contributions thereunder with respect to Consultant’s compensation under
this Agreement.



3. Engagement of Consultant. An authorized Spectranetics employee shall
provide each request for a consulting service in writing in sufficient detail to
provide clear instructions to Consultant and to allow Spectranetics to verify that
Consultant performed the service requested. Only Mike Voss, Kurt Kerzic and Mike
Ferguson are authorized to engage Consulting Services. Spectranetics shall pay
Consultant for each service requested by Spectranetics and performed by Consultant at
the rate set forth above. Such rates are full consideration for the service rendered
to Spectranetics, inclusive of travel time and reasonable preparation. No additional
amounts shall be paid for such services and such rates are not in consideration for
patient care for which Consultant is otherwise compensated. Any payments due are
payable within thirty (30) days from the date Spectranetics confirms that the services
was performed in accordance with this Agreement.



4. Reimbursement for Business Expenses. Spectranetics shall
reimburse Consultant for reasonable and necessary business expenses (e.g.,
air/train/car, hotel, meals, etc.) incurred by Consultant in connection with a service
performed as requested by Spectranetics, provided that such expenses have been
pre-approved in writing by Spectranetics personnel prior to any consulting work being
performed. Reimbursement for such expenses is payable within thirty (30) days from
the date Spectranetics receives documentation from Consultant supporting the fact that
such expenses are reimbursable in accordance with this Agreement.



5. No Payments in Excess of Legal Limits. The parties acknowledge and
agree that the compensation paid under this Agreement is intended to be consistent
with applicable law, regulation and industry guidelines, and does not exceed the fair
market value of the service to be provided to Spectranetics under the Agreement. The
parties understand and agree that the payments under this Agreement are not intended,
directly or indirectly, to induce or reward Consultant for ordering, using, or
recommending Spectranetics’ products and Consultant is under
no obligation under this Agreement or otherwise to make any use or to arrange for or
recommend any use of Spectranetics products.


 


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6. Non-Exclusive Activity. The parties understand that
performance under this Agreement is not the exclusive activity of Spectranetics or
Consultant and that Spectranetics and Consultant each may undertake other activities,
provided that Consultant shall not compete with Spectranetics except as expressly
permitted under Paragraph 8 below.



7. Non-Disclosure of Confidential Information. Consultant acknowledges
that the services to be rendered under this Agreement may cause each party to receive
confidential and proprietary information from the other party. Proprietary
Information shall include, without limitation, Spectranetics customer data, custom
databases, computer programs, computer applications, product development plans,
inventions, invention disclosures, intellectual property, and other business methods,
processes, techniques, plans and more (“Proprietary Information”). All Proprietary
Information disclosed to or created or developed by Consultant pursuant to this
Agreement shall be deemed to be the exclusive property of Spectranetics.



Consultant acknowledges that the Proprietary Information has economic value to
Spectranetics due to the fact that the Proprietary Information is not generally known
to the public or the trade and that the unauthorized use or disclosure of Proprietary
Information is likely to be extremely detrimental to Spectranetics’ interests.
Consultant therefore agrees to hold in strict confidence and not to disclose to any
third party any Proprietary Information acquired or created or developed by Consultant
under this Agreement. Upon termination of this Agreement, Consultant shall deliver to
Spectranetics all documents acquired or created or developed during the course of
rendering services to Spectranetics under this Agreement, whether in written or
electronic form, including without limitation, all correspondence, memoranda, and
notes and all summaries, indices and excerpts thereof, that are in Consultant’s
possession, custody or control.



Proprietary Information disclosed to a receiving party shall, for a period of
five years from the date of termination of the project or a date set forth by mutual
agreement by both parties, whichever is later, be held in confidence by the receiving
party. Such Proprietary Information shall not be disclosed to others by the receiving
party, nor shall it be used by the receiving party except for the purpose set forth
above, without the prior written approval of the disclosing party.



The conditions of this Paragraph 7 hereof shall not apply to information:




	(i)	 	which was in the public domain or generally available to the public prior
to receipt thereof by the receiving party from the disclosing party, or which
subsequently becomes part of the public domain or generally available to the
public except by wrongful act of the receiving party or an employee or agent of
the receiving party; or
	 
	(ii)	 	which the receiving party can show was in its possession prior to receipt
from the disclosing party, or was received thereafter from a third party having
no obligation of confidentiality to the disclosing party with respect to such
information.
	 
	(iii)	 	which the receiving party can show was independently developed by the
receiving party without use of or access to the disclosing party’s proprietary
information.




 


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Notwithstanding anything to the contrary in this Paragraph 8, Proprietary
Information and the relationship between the parties may be disclosed by a party to
those of its employees and agents who require knowledge thereof in connection with
their duties in conducting the aforesaid purpose of the Agreement, provided such party
informs all such employees and agents of the terms of the Agreement and their duties
hereunder and obtains their consent hereto as a condition for their relationship
between the parties may be disclosed by a party to legislative, judicial, or
regulatory body requiring its disclosure, provided that prior to such disclosure, such
party has notified the other party of the requirement with an opportunity for such
other party to seek an appropriate protective order.



Upon written request of a party who has disclosed Proprietary Information to a
receiving party, the receiving party shall promptly return all Proprietary Information
except that one copy may be retained by legal counsel of the receiving part as
evidence of what was disclosed.



8. No Competition. Consultant acknowledges that Consultant’s use and
creation and development of Proprietary Information under this Agreement will render
Consultant unable to perform similar services for any person, business, company or
concern that competes or is likely to compete with Spectranetics (“Competitor”)
without using and/or disclosing one or more Proprietary Information. In consideration
of the confidence placed in Consultant by Spectranetics, Consultant agrees not to
render similar services for any Competitor from the date of this Agreement through the
first anniversary of the termination of this Agreement (the “Term”), except with the
prior written consent of Spectranetics, which consent shall not be unreasonably
withheld. During the Term, Consultant shall not solicit or cause to be solicited,
directly or indirectly, any person who is or has been a Spectranetics employee or
consultant, to work for a Competitor.



9. Termination. Either party may terminate this Agreement without cause
upon fifteen (15) days written notice to the other party. Termination for cause shall
be in writing and shall be effective as provided in such written notice. Upon
termination of this Agreement, Consultant shall be paid all compensation then owing
and unpaid. The payment of such amount, plus any properly documented reimbursable
expenses under Paragraph 3 and 5 shall satisfy all obligations of Spectranetics to
Consultant under this Agreement. The provisions of Paragraphs 8 and 9 shall survive
termination of this Agreement.



10. Status of Consultant. Consultant is not an employee of
Spectranetics and shall not participate in any employee benefit plans or other
benefits or conditions of employment available to Spectranetics employees.
Consultant shall have no authority to act as an agent of Spectranetics, except as
specially delegated in writing, and Consultant shall not represent to the contrary to
any person. Consultant shall not direct the work of any employee of Spectranetics,
make any management decisions, or undertake to commit Spectranetics to any course of
action in relation to any third party. Consultant shall not be subject to any
control or direction of Spectranetics in the manner or performance of rendering
services hereunder, Spectranetics being interested only in the end product of
Consultant’s efforts as requested by Spectranetics.


 


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11. Qualifications of Consultant. Consultant represents and warrants
that Consultant has not: (i) been convicted of any felony, any business crime, or any
crime relating to Consultant’s honesty or integrity; (ii) had Consultant’s license to
practice any licensed profession
in any state is suspended, revoked, or limited; (iii) been reprimanded or
censured by any federal or state licensing or regulatory agency; or the delivery of
healthcare items or services, or (iv) been excluded from participation in Medicare,
Medicaid or another Federal Health Care Program (as defined in 42 U.S.C. § 1320a-7b(f)
or been disbarred or suspended from participation in any activity regulated by the
Food and Drug Administration or in any federal procurement or non procurement program.
Consultant shall promptly notify Spectranetics if any of these events occur.



12.  Authority. The parties represent and warrant that they have full
right and authority to enter into this Agreement under applicable law. Consultant
will secure any required or necessary notifications or approvals to provide Services
under this Agreement.



13.  Indemnification. Consultant agrees to indemnify and hold forever
harmless Spectranetics and its officers, directors, shareholders, and employees from
any claims, costs, or expenses, including attorneys’ and experts’ fees, arising from
any action against Spectranetics and/or Consultant concerning Consultant’s actions or
failure to act in accordance with this Agreement.



14. Assignment. Spectranetics may assign its interest in this Agreement
to any entity directly or indirectly controlled by Spectranetics or to any successor
by merger or sale of substantially all of its assets. The provisions of this
Agreement shall inure to the benefit of the permitted assigns and successors in
interest of Spectranetics. Consultant may not assign or transfer this Agreement, it
being deemed personal to him only.



15. Entire Agreement. This Agreement is the complete, final and
exclusive statement of the agreement between the parties with respect to the subject
matter hereof. This Agreement supersedes all prior or contemporaneous agreements,
negotiations, representations, understandings, and discussions between the parties
and/or their respective agents and counsel with respect to the subject matter covered
hereby.



16. Amendments. This Agreement may be modified or amended only by a
written instrument signed by the party sought to be bound.



17. Captions. All paragraph headings are for convenience only and shall
not be considered in interpreting any provision of this Agreement.



18. Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect and for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be affected or impaired in any way, it being intended that
all of the parties’ rights and privileges arising hereunder shall be enforceable to
the fullest extent permitted by law.



19. Waiver. Failure by any party to enforce any obligation of the other
party shall not constitute a waiver of any further or other obligation of the other
party.


 


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20. Compliance with Law and Regulations. Each party shall comply with any law,
statute, ordinance, directive, code, regulation, rule or order of any Federal, state or local
governmental body or agency. Consultant shall be familiar with the Indications for Uses for
any Spectranetics product that he or she may describe, discuss, teach or train at any
Spectranetics sponsored event. Consultant further agrees that all aspects of his or her
training of others at any Spectranetics sponsored event shall stay within the Indications for
Use of the product. Spectranetics reserves the right to review and/or approve any or all
presentation materials, including not only slide presentations but also the selection of live
cases at any Spectranetics sponsored event, to ensure consistency with the FDA approved
indications for use. Physician shall provide Spectranetics with a copy of all presentation
materials, including a summary of the live cases anticipated at any training event, no later
than 48 hours in advance of any such event



21. Applicable Law. This Agreement and the rights of the parties
hereunder shall be governed by and enforced in accordance with the internal laws of
the State of Colorado.



22. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or breach thereof, shall be settled by arbitration in accordance with
the Rules of the American Arbitration Association, and judgment upon any proper award
rendered by the arbitrators may be entered in any court having jurisdiction thereof.
There shall be one arbitrator, chosen by the mutual agreement of Spectranetics and
Consultant. Each party shall pay the fees of his, her or its own attorneys, as well
as the expenses of his, her or its own witnesses and all other costs connected with
the arbitration. The costs of the arbitration (including the cost of the arbitrator,
and any record or transcripts thereof, if any, administrative fees, and all other fees
and costs) shall be borne equally by the parties.



23. Notices. All notices provided for or permitted hereunder shall be in
writing, signed by the party giving the same and shall be deemed properly given and
received when personally delivered; or upon receipt of a confirmation of transmission
by the other party, if sent by telecopy, telefax, or other electronic media capable of
transmitting written instruments; or three (3) days after deposit in the United States
first class mail, sent certified or registered, return receipt requested, postage
prepaid and addressed to the other party as its last known address.



24. Counterparts. This Agreement may be executive in any number of
counterparts and by the parties in separate counterparts, each of which so executive
shall be deemed to be an original, and such counterparts together shall constitute one
and the same Agreement.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.



	 	 	 	 
	The Spectranetics Corporation

 	 
	By:  	/s/ Mike Voss
 	 
	 	Name:  	Mike Voss 	 
	 	Title:  	Vice-President and 
General Manager of Vascular Interventions 	 
				



	 	 	 	 
	Consultant

 	 
	/s/ Craig Walker M.D.
 	 
	Dr. Craig Walker 	 
	225 Dunn Street

Houma, LA  70360
985-876-0300	 



 


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EXHIBIT A




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Reimbursable Business
	Type of Engagement	 	Description	 	Honorarium	 	Expenses
	A.
	 	 	 	 	 	 
	Project Consulting

	 	Consultant will
provide input,
feedback, or advice
on a specific
project (i.e.
product concepts,
training process,
sales & marketing
collateral/strategy,
clinical studies,
manuscripts, etc).
	 	$300/hour up to a
maximum of
$2500/day or
$3000 if overnight
stay is required
	 	Reasonable coach air
travel, ground
transportation to and
from home to airport and
airport to meeting
venue. One night
lodging (if applicable
and reimbursement for
meals.
	 
	 	 	 	 	 	 
	B.
	 	 	 	 	 	 
	Educational
Presentations

	 	Consultant will
provide educational
presentations on
treatment of
peripheral vascular
disease and laser
peripheral
applications
(indications,
techniques, cases,
etc.) to various
audiences that may
include physician,
allied health
professionals, or
Spectranetics
personnel.
	 	$300/hour up to a
maximum of $2500
per day or $3000 if
overnight stay is
required.


Master Summits will
be paid out
separately at
$300/hr up to a
maximum of $4500
per event, $5000 if
an overnight stay
is required.
	 	Reasonable coach air
travel, ground
transportation to and
from home to airport and
airport to meeting
venue. One night
lodging (if applicable
and reimbursement for
meals.
	 
	 	 	 	 	 	 
	C.
	 	 	 	 	 	 
	Offsite Lab
Training or
Proctorships

	 	Physicians involved
with training other
physicians in a lab
other than their
own (3 case
minimum). Training
involves but is not
limited to live
cases (hands-on),
presentations, case
examples, and Q&A.
	 	$300/hour up to a
maximum of $2500
per day or $3000 if
overnight stay is
required.


No payment for
training another
physician from
Consultants
practice group or
LLP.
	 	Reasonable coach air
travel, ground
transportation to and
from home to airport and
airport to meeting
venue. One night
lodging (if applicable
and reimbursement for
meals.
	 
	 	 	 	 	 	 
	D.
	 	 	 	 	 	 
	Observational
Peripheral
Application
Treatment Training

	 	Consultant will
provide
observational
peripheral
application
treatment training
at their own
institution for
visiting physicians
and staff. Training
involves but is not
limited to live
cases (minimum of
3 cases with laser
assistance),
didactic
presentations, case
examples, and Q&A.
	 	$300/hour up to a
maximum of $3000
per day.


$300/hour up to a
maximum of $2500
per event if
Spectranetics is
the secondary
sponsor.


No payment for
training another
physician from
Consultants
practice group or
LLP.
	 	No expense reimbursement.
	 
	 	 	 	 	 	 
	E.
	 	 	 	 	 	 
	Peripheral
Application
Treatment Off-site
Proctorships

	 	Consultant will
serve as a
proctoring trainer
of physicians in a
lab other than
their own.
Training involves
but is not limited
to live cases (for
a minimum of 3
cases by trainee
with laser
assistance),
didactic
presentations, case
examples, and Q&A.
	 	$300/hour up to a
maximum of $2500
per day or $3000 if
overnight stay is
required.
 

No payment for
training another
physician from
Consultants
practice group or
LLP.
	 	Reasonable coach air
travel, ground
transportation to and
from home to airport and
airport to meeting
venue. One night
lodging (if applicable
and reimbursement for
meals.







 


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