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Exhibit 10.27  


 
 

Edwards Lifesciences Corporation    
    


Officer
Perquisite Program Guidelines

(as of March 2005) 


        Edwards
Lifesciences provides its corporate officers with a comprehensive perquisites program. The program is reviewed periodically by the Compensation and Governance Committee of the
Board of Directors (the "Compensation Committee") to ensure that the program components and reimbursement levels remain competitive. The various program components are described below including the
manner of payment or reimbursement. 


        Participation
in the Officer Perquisite Program is effective from the date an individual becomes a corporate vice president (or higher position) to the date an individual ceases to be a
corporate vice president (or higher position). Throughout this document, the term "officer" shall mean such individual. 


        Note
that information and guidance contained in these Guidelines are subject to all applicable laws and regulations. 



Tax Consequences  


        Several elements of the Officer Perquisite Program may constitute taxable income to the officer. For each benefit described, we have indicated whether the receipt
of the benefit is taxable income to the
officer. It is important that the officer maintain a detailed record of the business use portion and the personal use portion of all expenses to ensure that Edwards can determine whether an expense
should be taxable income. 


        An
officer will not be grossed-up for any taxes due upon the receipt of a taxable benefit. 



Flexible Allowance  


        An important feature of the perquisites program is a flexible allowance established to recognize our diverse officer group. Subject to such changes as may be made
from time to time by the Compensation Committee, each officer (except for the Chief Executive Officer) is entitled to a $15,000 annual flexible allowance, and the Chief Executive Officer is entitled
to a $40,000 annual flexible allowance. The annual flexible allowance is stated in the officer's Total Compensation Statement. 


        Expenses
that are to be reimbursed under the flexible allowance are identified under each of the different program elements. 



        Unless
stated otherwise, payments or reimbursements processed under the flexible allowance feature are considered business expenses and will not be treated as taxable income. However,
any reimbursements that do not meet general IRS standards for business deductions will be considered additional taxable income and will be reported on the individual officer's W-2 (or any
other such similar form). 


I. CAR ALLOWANCE  


        Officers will receive a monthly stipend to reimburse them for car-related expenses. This allowance is intended to cover expenses related to the lease
or purchase, insurance, and maintenance of a vehicle, and will be reported as taxable income. Please note that the car allowance covers mileage for business use. Consequently, business mileage cannot
be claimed for reimbursement. The car allowance is included in the officer's regular paycheck. 







 



II.    COMPANY AIRPLANE  


        To provide for the safety and convenience of Edwards' officers, the Company maintains fractional ownership in corporate aircraft. Officers' use of the aircraft
for business reasons is not considered taxable income. 


        Flexible Allowance:    If an officer takes a spouse on the corporate aircraft to a business function
where spousal attendance is required, the cost of travel will not fall under the flexible allowance. However, this cost will be treated as taxable
income to the employee and will be reported in the officer's W-2. 


        If
an officer takes a spouse on the corporate aircraft to a business function where spousal attendence is optional, the cost of travel
falls under the flexible allowance. This cost will be treated as taxable income to the employee and will be reported on the officer's W-2. 



        The
cost of any personal use of the corporate aircraft by an officer falls under the flexible allowance. This cost will be treated as taxable income to the employee and will be reported
on the officer's W-2. 


        The
cost of travel (or the amount of imputed income per round trip) will be determined annually. The cost for any other authorized use of the corporate aircraft by an officer or others
will be charged to, or imputed as taxable income to, the officer in accordance with applicable law. 



III.  AIRLINE CLUBS/ FIRST CLASS AIR  


        First Class Air Travel.    Officers are eligible to use first class air travel for business reasons. 


        Airline First Class Upgrades.    Airlines often permit individuals to purchase upgrade tickets for a nominal fee that allow a
passenger to fly first class if seats are available on the flight. Officers will be reimbursed for any business-related airline upgrades. 



        Airline Clubs.    Officers can maintain membership in airline clubs that provide airport meeting facilities that are useful for
conducting job-related business. 


        Flexible Allowance:    Airline club dues are covered under the flexible allowance. Please submit
receipts for reimbursement to Executive Assistant, Human Resources (Irvine, GO 23). 


        Reimbursement
for first class air travel and first class upgrades for business travel and for other business expenses related to the business use of airline club facilities should be
submitted on an expense report to Accounts Payable. The expense report for reimbursement of business-related expenses for the use of airline club facilities must clearly state: 



	•
	Full
names and titles of attendees



	•
	Date
of meeting



	•
	Specific
business purpose of meeting



	•
	Place
of meeting 




        Consistent
with company policy, corporate airline partners should be used for all business-related travel. 



IV.    CELLULAR PHONE  


        The Company provides an allowance for expenses resulting from the purchase, installation and business use of a cellular telephone. It is the Company's policy that
cellular telephones can be used for business use only. 


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        Flexible Allowance:    Reimbursement of expenses related to the purchase and installation of a cellular
phone should be submitted to Executive Assistant, Human Resources, as part of the flexible allowance. 


        Reimbursement
for business-related calls should be requested through expense reports submitted to Accounts Payable. Any incidental personal use of the cellular phone should be excluded
from the expense report and highlighted in the original phone company statement. 



V. CLUB MEMBERSHIPS  


        In order to maintain customer relations and properly reflect the Company's image, the Company's policy is to maintain memberships in various and diverse business,
dining, country, and social clubs. Since most such clubs do not provide for corporate memberships, the Company's policy is to enable officers to represent the Company's interests by becoming members
in such organizations. 


        Business and Dining Clubs.    The Company will reimburse the cost of maintaining membership in organizations that provide
substantial visibility within the business community and are useful for conducting job-related business. 



        Country, Golf and Social Clubs.    The Company will reimburse the cost of maintaining membership in organizations that provide
substantial visibility within the business community and are useful for conducting job-related business. Because the primary goal of membership in these clubs is to conduct business with
customers who are visiting an Edwards facility, these clubs should be local to the office of the individual officer. 


        Flexible Allowance:    Initiation fees and membership dues are covered under the flexible allowance.
Please submit receipts for reimbursement to Executive Assistant, Human Resources. 



        Reimbursement
for other expenses related to the business use of club facilities should be submitted on an expense report to Accounts Payable. The expense report for reimbursement of
business-related expenses must clearly state: 



	•
	Full
names and titles of attendees



	•
	Date
of meeting



	•
	Specific
business purpose of meeting



	•
	Place
of meeting 




VI.   FINANCIAL PLANNING  


        This allowance covers expenses resulting from financial planning, tax return preparation, and related matters. These expenses are treated as taxable income to the
officer. For certain key officers, reimbursement for financial planning expenses may impose additional disclosure obligations. 


        Flexible Allowance:    Please submit receipts for reimbursement under the flexible allowance to
Executive Assistant, Human Resources. 



VII. HOME OFFICE EQUIPMENT  


        Flexible Allowance:    Expenses related to set up and maintenance of a home business office are covered
under the flexible allowance. These expenses include: 



	•
	Purchase
of home office furniture



	•
	Purchase
of a personal computer 



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	•
	Additional
phone lines which may be necessary to operate office equipment



	•
	Home
fax line



	•
	DSL/Cable
connection for home office PC 




        Sample
list of excluded expenses: Construction costs to remodel home to accommodate a home office, and installation and maintenance of a
home security system. 


        The
Company has a "no personal use" policy for home business equipment issued to its employees. Documentation may be required to substantiate the business use of home office equipment or
installation fees associated with set up. All receipts for such business purpose should be itemized and submitted for reimbursement to Executive Assistant, Human Resources. 


VIII. SPOUSAL TRAVEL  


        Flexible Allowance:    If an officer takes a spouse to a business function where spousal attendance is  optional, the Company will reimburse the cost of spousal travel under the flexible allowance. This is
treated as taxable income to the officer. Please submit receipts to Executive Assistant, Human Resources, for reimbursement. 


        The
Company recognizes that there are occasions when a spouse's attendance is required at a function or event. The Company will reimburse
the cost of spousal attendance at approved events or functions. This is also treated as taxable income to the officer. Please submit an expense report to Accounts Payable for reimbursement. 


IX.   PHYSICAL EXAMINATION  


        This program is designed to provide annual physical examinations for Edwards officers in an effort to assist them in maintaining good health. This does not cover
treatment or medical procedures for diagnosed illnesses or injuries. Results of annual physicals are not disclosed to the company and are strictly confidential between the officer and the physician.
Participation is voluntary. 


        The
officer should schedule examinations directly with a health center or physician. Officers may want to have their physical examination performed by their primary care physician who is
familiar with their health history. As an alternative, Edwards has made special arrangements with the two facilities listed below: 




Saddleback
Memorial Medical Center

24451 Health Center Drive, Suite 202

Laguna Hills, CA 92653

(949) 452-7851 


UCI
Medical Center

2100 Medical Plaza

Irvine, CA 92697

(949) 824-8033 





        If
availing services from the above facilities, mention that you are a Corporate Officer of Edwards Lifesciences when calling to schedule an appointment. 


        Saddleback
Memorial Center and UCI Medical Center will bill Edwards Lifesciences directly. 


        For
reimbursement for services rendered by other providers, please submit your receipts to Executive Assistant, Human Resources. 



        There
is no maximum benefit although expected norms are $1,500 to $3,500, depending on the specific exam elements required. 


        Please
refer to the Corporate Officer Physical Examination Program policy for additional details. 


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