exv10w1







Exhibit 10.1




CARDIAC SCIENCE CORPORATION

RESTRICTED STOCK UNIT AWARD NOTICE




     Cardiac Science Corporation (the “Company”) hereby grants to Participant a Restricted Stock Unit
Award (the “Award”). The Award is subject to all the terms and conditions set forth in this
Restricted Stock Unit Award Notice (this “Award Notice”) and in the Restricted Stock Unit Award
Agreement (the “Agreement”), which is attached to and incorporated into this Award Notice in its
entirety. The Award is granted outside the Company’s 2002 Stock Incentive Plan (the “Plan”),
and any other equity plan of the Company, but, except as expressly provided otherwise in this
Award Notice or in the Agreement, is subject to the terms and conditions set forth in the Plan
and the Plan Summary, which are available on the web at www.wealthviews.com/CSC or from the
current administrator of the Plan and are incorporated into this Award Notice in their entirety.



	 	 	 	 	 	 	 

	Participant:

	 	 	Todd Alberstone

	 
	 	 	 	 
	Grant Date:

	 	 	January 11, 2010

	 
	 	 	 	 
	Vesting Commencement Date:

	 	 	January 11, 2010

	 
	 	 	 	 
	Number of Restricted Stock Units:

	 	 	50,000	 
	 
	 	 	 	 
	Vesting Schedule:

	 	 	1/4 of the Award will vest and become
payable on the date that is one year
after the Vesting Commencement Date.
	 
	 	 	 	 
	 

	 	 	
1/4 of the Award will vest and become
payable each year for the next three
years thereafter.






Additional Terms/Acknowledgement: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Award Notice and the Agreement, and acknowledges that the Plan and
the Plan Summary are available on the web at www.wealthviews.com/CSC or from the current
administrator of the Plan. Participant further acknowledges that as of the Grant Date, this Award
Notice, the Agreement and the terms and conditions of the Plan set forth the entire understanding
between Participant and the Company regarding the Award and supersede all prior oral and written
agreements on the subject.




	 	 	 	 	 	 	 

	CARDIAC SCIENCE CORPORATION	 	 	 	PARTICIPANT
	 
	 	 	 	 	 	 
	By:

	 	/s/ DAVID MARVER
	 	 	 	Todd Alberstone
	 

	 	Name: David Marver
	 	 	 	Address:3303 Monte Villa Parkway
	 

	 	Its: President and CEO
	 	 	 	Bothell WA 98021






Attachments:

1. Restricted Stock Unit Award Agreement

2. Plan Summary




 









 





CARDIAC SCIENCE CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT




     Pursuant to your Restricted Stock Unit Award Notice (the “Award Notice”) and this
Restricted Stock Unit Award Agreement (this “Agreement”), Cardiac Science Corporation (the
“Company”) has granted you a Restricted Stock Unit Award (the “Award”) with respect to the
number of Restricted Stock Units indicated in your Award Notice. The Award is granted outside
the Company’s 2002 Stock Incentive Plan (the “Plan”), and any other equity plan of the Company,
but, except as expressly provided otherwise in the Award Notice or in this Agreement, is subject
to the terms and conditions set forth in the Plan. Capitalized terms not explicitly defined in
this Agreement but defined in the Plan shall have the same definitions as in the Plan.



     The details of the Award are as follows:



1. Vesting and Settlement




     The Award will vest and become payable according to the vesting schedule set forth in the
Award Notice (the “Vesting Schedule”). One share of the Company’s Common Stock will be issuable
for each Restricted Stock Unit that vests and becomes payable. Restricted Stock Units that have
vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to
herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to
forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.” The Unvested
Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to
forfeiture) and become payable in accordance with the Vesting Schedule (the Unvested and Vested
Units are collectively referred to herein as the “Units”). As soon as practicable after
Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to you
one share of the Company’s Common Stock for each Vested Unit. The Award will terminate and the
Units will be subject to forfeiture upon your Termination of Service as set forth in Section 2.



2. Termination of Award upon Termination of Service




     Unless the Plan Administrator determines otherwise prior to your Termination of Service,
upon your Termination of Service any portion of the Award that has not vested as provided in
Section 1 will immediately terminate and all Unvested Units shall immediately be forfeited
without payment of any further consideration to you.



3. Securities Law Compliance




     3.1 You represent and warrant that you (a) have been furnished with a copy of the Plan and
all information which you deem necessary to evaluate the merits and risks of receipt of the
Award, (b) have had the opportunity to ask questions and receive answers concerning the
information received about the Award and the Company, and (c) have been given the opportunity to
obtain any additional information you deem necessary to verify the accuracy of any information
obtained concerning the Award and the Company.



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     3.2 You hereby agree that you will in no event sell or distribute all or any part of the shares
of the Company’s Common Stock that you receive pursuant to settlement of this Award (the
“Shares”) unless (a) there is an effective registration statement under the Securities Act and
applicable state securities laws covering any such transaction involving the Shares or (b) the
Company receives an opinion of your legal counsel (concurred in by legal counsel for the
Company) stating that such transaction is exempt from registration or the Company otherwise
satisfies itself that such transaction is exempt from registration. You understand that the
Company has no obligation to you to maintain any registration of the Shares with the SEC and has
not represented to you that it
will so maintain registration of the Shares except as follows. To the extent the Company
maintains an effective registration statement on Form S-8 under the Securities Act with respect
to shares issuable under the Plan, the Company will use its reasonable best efforts to file with
the SEC, no later than the date any portion of the Award first becomes vested and payable, a
registration statement on Form S-8/S-3 pursuant to General Instruction C to Form S-8 under the
Securities Act (or any successor or other appropriate form) covering the Shares and will
thereafter will use its reasonable best efforts to keep such Form S-8/S-3 registration statement
continuously effective and in compliance with the Securities Act and usable for resale of the
Shares until the earliest of (i) the date all the Shares have been sold by you either pursuant
to a registration statement or an exemption from registration (including Rule 144) under the
Securities Act and (ii) the date all the Shares may be sold by you without the manner of sale,
holding period, volume limitations or other restrictions of Rule 144.



     3.3 You confirm that you have been advised, prior to your receipt of the Shares, that neither
the offering of the Shares nor any offering materials have been reviewed by any administrator
under the Securities Act or any other applicable securities act (the “Acts”) and that the Shares
have not been registered under any of the Acts and therefore cannot be resold unless they are
registered under the Acts or unless an exemption from such registration is available.



     3.4 You hereby agree to indemnify the Company and hold it harmless from and against any loss,
claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a
result of any breach by you of, or any inaccuracy in, any representation, warranty or statement
made by you in this Agreement or the breach by you of any terms or conditions of this Agreement.



4. Transfer Restrictions




     Units shall not be sold, transferred, assigned, encumbered, pledged or otherwise disposed
of, whether voluntarily or by operation of law.



5. Book Entry Registration of the Shares




     The Company may issue the Shares by registering the Shares in book entry form with the
Company’s transfer agent in your name.



6. No Rights as Stockholder




     You shall not have voting or other rights as a stockholder of the Common Stock with respect
to the Units.



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7. Independent Tax Advice




     You acknowledge that determining the actual tax consequences to you of receiving or
disposing of the Units and Shares may be complicated. These tax consequences will depend, in
part, on your specific situation and may also depend on the resolution of currently uncertain
tax law and other variables not within the control of the Company. You are aware that you
should consult a competent and independent tax advisor for a full understanding of the specific
tax consequences to you of receiving the Units and receiving or disposing of the Shares. Prior
to executing this Agreement, you either have consulted with a competent tax advisor independent
of the Company to obtain tax advice concerning the receipt of the Units and the receipt or
disposition of the Shares in light of your specific situation or you have had the opportunity to
consult with such a tax advisor but chose not to do so.



8. Withholding




     You are ultimately responsible for all taxes owned in connection with this Award, including
federal, state, local, FICA or foreign taxes of any kind required by law, regardless of any
action the Company or any Related
Company taxes with respect to any tax withholding obligations that arise in connection with this
Award. As a condition to the settlement of your Vested Units, you agree to make arrangements
satisfactory to the Company for the payment of any federal, state, local or foreign withholding
tax obligations that arise either upon receipt of the Shares or as the forfeiture restrictions
on any Units lapse. Unless the Company, or its designated administrator, receives a written
notice from you of your election to pay your tax withholding obligations that arise with respect
to Vested Units before the deadline established by the Company before the date on which such
Units become Vested Units, the Company may satisfy all or part of your tax withholding
obligations by withholding that number of whole Shares as the Company determines is necessary to
satisfy the minimum tax withholding obligations arising with respect to the issuance of Shares
in settlement of the Vested Units. Notwithstanding the foregoing, you acknowledge and agree
that the Company and any Related Company has the right to deduct from payments of any kind
otherwise due to you any federal, state or local taxes of any kind required by law to be
withheld with respect to the Award.



9. General Provisions




     9.1 Assignment. The Company may assign its forfeiture rights at any time, whether or not
such rights are then exercisable, to any person or entity selected by the Company’s Board of
Directors.



     9.2 No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and
signed by the person against whom such waiver is sought to be enforced, nor will failure to
enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other
right hereunder.



     9.3 Undertaking. You hereby agree to take whatever additional action and execute whatever
additional documents the Company may deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on either you or the Units pursuant to
the express provisions of this Agreement.



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     9.4 Agreement Is Entire Contract. This Agreement constitutes the entire contract between the
parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the
provisions of the Plan and will in all respects be construed in conformity with the express
terms and provisions of the Plan.



     9.5 Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and
be binding on, the Company and its successors and assigns and you and your legal
representatives, heirs, legatees, distributees, assigns and transferees by operation of law,
whether or not any such person will have become a party to this Agreement and agreed in writing
to join herein and be bound by the terms and conditions hereof.



     9.6 No Employment or Service Contract. Nothing in this Agreement will affect in any manner
whatsoever the right or power of the Company, or a Related Company, to terminate your employment
or services on behalf of the Company, for any reason, with or without Cause.



     9.7 Shareholder of Record. You will be recorded as a shareholder of the Company and will have,
subject to the provisions of this Agreement and the Plan, all the rights of a shareholder with
respect to the Shares.



     9.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be deemed an original, but which, upon execution, will constitute one and the same
instrument.



     9.9 Governing Law. This Agreement will be construed and administered in accordance with and
governed by the laws of the State of Washington.



     9.10 Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By
entering into this Agreement and accepting the grant of the Award evidenced hereby, you
acknowledge: (a) that
the Plan is discretionary in nature and may be suspended or terminated by the Company at any
time; (b) that the grant of the Award is a one-time benefit which does not create any
contractual or other right to receive future grants of awards, or benefits in lieu of awards;
(c) that all determinations with respect to any such future grants, including, but not limited
to, the times when awards will be granted, the number of shares issuable pursuant to each award,
the award price, if any, and the time or times when each award will be exercisable or payable,
will be at the sole discretion of the Company; (d) that your participation in the Plan is
voluntary; (e) that the value of the Award is an extraordinary item of compensation which is
outside the scope of your employment contract, if any; (f) that the Award is not part of normal
or expected compensation for purposes of calculating any severance, resignation, redundancy, end
of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments; (g) that the vesting of the Award ceases upon your Termination of Service for any
reason except as may otherwise be explicitly provided in the Plan or this Agreement or otherwise
permitted by the Plan Administrator; and (h) that the future value of the Shares issuable
pursuant to the Award is unknown and cannot be predicted with certainty.



     9.11 Employee Data Privacy. By entering this Agreement, you (a) authorize the Company and your
employer, if different, and any agent of the Company administering the Plan or providing Plan
recordkeeping services, to disclose to the Company or any of its affiliates any



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information and data the Company requests in order to facilitate the grant of the Award and the administration
of the Plan; (b) waive any data privacy rights you may have with respect to such information;
and (c) authorize the Company and its agents to store and transmit such information in
electronic form.





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