exv10w15





Exhibit
10.15



CARDIAC SCIENCE

EXECUTIVE INCENTIVE PLAN

2009




SECTION 1 — INTRODUCTION




Plan Objectives



The goal of Cardiac Science’s Executive Incentive Plan (the “Plan”) is to enhance and reinforce the
goals of Cardiac Science Corporation (the “Company”) by providing Participants with additional
financial incentives and rewards upon the attainment of such goals. Final approval of the payment
of any awards made under the Plan is subject to the sole discretion of the Compensation Committee.
This Plan is intended to be a “bonus program” as defined under U.S. Department of Labor Regulation
Section 2510.3-2(c) and shall be construed and administered in accordance with such intention.




Effective Date



The Plan is effective for the year beginning January 1, 2009 and ending December 31, 2009.




SECTION 2 — DEFINITIONS



Unless defined elsewhere in the Plan, definitions of terms as used throughout this Plan document
are as follows:





	•	 	“Year” or “Plan Year” means the twelve-month period coinciding with the Company’s annual
fiscal year.
	 
	•	 	“Participant(s)” means an employee, or employees, as the case may be, designated and
approved by the Compensation Committee and/or the Chief Executive Officer to participate in
the Plan.





SECTION 3 — PLAN ADMINISTRATION




Administration



The Plan shall be administered by the Chief Executive Officer under the oversight of and subject to
the discretion of the Compensation Committee.




Participation



Participation in the Plan shall be limited to regular employees of the Company selected by the
Chief Executive Officer and/or the Compensation Committee. In order for an employee to remain
eligible to participate, such employee’s performance in the applicable Year must be at or above the
Company’s performance expectations for that employee. In selecting Participants, the Chief
Executive Officer and/or the Compensation Committee shall consider an employee’s position and
potential impact on the Company’s business results and performance. The incentive award for a
Participant who joins the plan mid-Year will be based on the Participant’s eligible base salary
earnings after becoming a Participant during the Year.




Bonus Awards



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A bonus fund shall be established for purposes of determining the total award allocations to each
Participant. Computation of the total bonus pool is described in Section 4 of this Plan. Each
Participant award is determined based on the Participant’s target incentive percentage of base
salary, achievement of company quantitative goals, and individual performance measures (Objectives)
as discussed in Section 4.




Payment of Incentives



Normal Payment. An annual incentive award is not vested until the day the award is paid
for a given Year. In order to receive an award under the Plan, the Participant receiving the award
must be an active employee on the day the award is paid. Incentive awards shall be made in the
first pay period after the Company has filed its Annual Report on Form 10-K with the SEC; provided
that such payment is made not later than the 15th day of the third calendar month of the calendar
year following the end of the applicable Plan Year. Except as provided below, no award shall be
earned by or paid to a Participant whose employment is terminated for any reason prior to the
payment date, whether during the Plan Year or during the following calendar year prior to the
payment date.



Approved Leaves of Absence. If an employee is on an approved Leave of Absence (subject to
Cardiac Science’s Leave of Absence policy) (a) on the date a Plan award payment is made that
relates to the prior Plan Year and such Participant was actively employed during the entire prior
Plan Year, such Participant shall be deemed to be employed on the date of the Plan payment and
shall receive his or her full incentive award as calculated in accordance with Section 4; or (b)
during the Plan Year, such Participant shall receive a proportionate share of what otherwise would
be the Participant’s incentive award based on his or her eligible base salary earnings (excluding
any company paid short-term disability) during the portion of the Plan Year that he or she was
actively employed and, if he or she remains on an approved Leave of Absence on the payment date, he
or she will be deemed to be employed on the payment date.



Death or Disability. If a Participant has died or become disabled and is no longer
employed (a) on the date a Plan payment is made that relates to the prior Plan Year and such
Participant was actively employed during the entire prior Plan Year, such Participant shall be
deemed to be employed on the date of the Plan payment and shall receive his or her full incentive
award as calculated in accordance with Section 4; or (b) during the Plan Year, such Participant
shall receive a proportionate share of what otherwise would be the Participant’s incentive award
based on his or her eligible base salary earnings (excluding any company paid short-term
disability) during the portion of the Plan Year that he or she was actively employed.



Participant Transfers. If a Participant is transferred to another position within the
Company during the Year, and, as a result of such transfer, is no longer eligible to participate in
the Plan as of the date of his or her transfer, he or she shall receive a proportionate share of
what otherwise would be the Participant’s incentive award based on his or her eligible base salary
earnings during the portion of the Plan Year that he or she was eligible to participate in the
Plan.




Plan Changes



The Company reserves the right to amend, revoke, or terminate this Plan or any portion of it, at
any time, for any reason whatsoever, with or without cause or advance notice. Payments may not be
made under this Plan at any time if, in the sole discretion of the Chief Executive Officer or
Compensation Committee, the overall performance of the Company does not warrant the payment of
incentive awards.




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Other Conditions



Right of Assignment. No Participant may sell, assign, transfer, discount, or pledge as
collateral for a loan or otherwise anticipate his or her right to any distribution under the Plan.
In the event of a Participant’s death, payment shall be made to the Participant’s designated
beneficiary, or in the absence of such designation, to the Participant’s estate.



Right of Employment. Nothing in this Agreement alters the “at will” nature of every
Participant’s employment. A Participant or the Company may terminate a Participant’s employment
relationship for any reason or for no reason, with or without cause or advance notice.



Withholding for Taxes. The Company shall have the right, and the Participant consents, to
deduct from all payments under this Plan any federal or state taxes or other payroll withholdings
required by law to be withheld with respect to such payments.



Section 409A. The Company makes no representations or warranties to Participants with
respect to any tax, economic or legal consequences of this Plan or any payments or other benefits
provided hereunder, including without limitation under Section 409A of the Internal Revenue Code of
1986, as amended, the regulations issued thereunder and any applicable guidance (together “Code
Section 409A”) and no provision of the Plan shall be interpreted or construed to transfer any
liability for failure to comply with Code Section 409A from a Participant or any other individual
to the Company or any of its affiliates. Each Participant by accepting payment under the Plan
shall be deemed to have waived any claim against the Company and its affiliates with respect to any
such tax, economic or legal consequences. However, the parties intend that this Plan and the
payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A
to the maximum extent possible, whether pursuant to the short-term deferral exception described in
Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described
in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A
is applicable to this Plan (and such payments and benefits), the parties intend that this Plan (and
such payments and benefits) comply with the deferral, payout and other limitations and restrictions
imposed under Code Section 409A. In addition, if a Participant is a “specified employee,” within
the meaning of Code Section 409A, then to the extent necessary to avoid subjecting the Participant
to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be
payable under this Plan during the six month period immediately following a Participant’s
“separation from service,” as defined under Code Section 409A, shall not be paid to the Participant
during such period, but shall be accumulated and paid to the Participant in a lump sum on the first
business day after the earlier of the date that is six months following his or her separation from
service or his or her death. Notwithstanding any other provision of this Plan to the contrary,
this Plan shall be interpreted, operated and administered in a manner consistent with such
intentions. In accordance with the foregoing, the Plan shall be deemed to be amended, and any
deferrals and distributions hereunder shall be deemed to be modified, to the extent permitted by
and necessary to comply with Code Section 409A and to avoid or mitigate the imposition of
additional taxes under Code Section 409A.



Gender. Any masculine terminology used herein shall also include the feminine, and the
definition of any terms herein in the singular shall also include the plural.




SECTION 4 — OPERATING RULES




Plan Design



The Compensation Committee, may, at any time in its sole discretion, based on relevant facts and
circumstances, adjust incentive percentages or actual payout levels to be above or below the
established targets.



Bonus Pool. For 2009 the bonus pool will consist of 0% of consolidated pre-tax income
excluding the bonus accrual (“Adjusted Pre-Tax Income”) up to the budgeted amount of Adjusted
Pre-Tax Income,





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plus an accrual of 33% of any amount by which actual Adjusted Pre-Tax Income exceeds the budgeted
amount. Accordingly, the Company must achieve at least 100% of budgeted Adjusted Pre-Tax Income
before any awards will begin to accrue. In its sole discretion, the Compensation Committee
and/or the Board of Directors may make adjustments to Adjusted Pre-Tax Income for purposes of
calculating the bonus pool, in light of unusual/unexpected items or circumstances that may
otherwise affect the financial results of the Company. In addition, in its sole discretion, the
Compensation Committee and/or the Board of Directors may otherwise adjust the bonus pool directly,
based on any circumstances that the Committee/Board deem appropriate.








Target Incentives A Participant’s target incentive is a percentage of annual base salary
earnings based on his or her position with the Company in accordance with the chart below.




	 	 	 	 	 	 	 	 	 
	CEO/COO	 	SVP	 	VP	 	Sales VP	 
	40%
	 	30%	 	25%	 	 	10%	





The target incentive is achieved based on weighted performance criteria which consist of a
combination of the Participant’s and the Company’s performance in the applicable Year as provided
in the following chart.




	 	 	 	 	 	 	 	 	 	 	 
	Criteria	 	CEO /COO	 	SVP	 	VP	 	Sales VP	 
	Participant
	 	20%	 	20%	 	20%	 	 	100%	
	Company
	 	80%	 	80%	 	80%	 	 	0%	





Individual Performance Objectives = a weighted percentage of total incentive target.





Individual performance objectives that support the Company’s objectives are determined by
the Participant’s immediate supervisor and should be reviewed and updated semi-annually by
the Participant’s immediate supervisor. Successful achievement of a Participant’s
individual objectives is subject to the discretion of his or her immediate supervisor’s
discretion. In some cases individual performance objectives may be attached to this Plan as
Exhibit A. This portion of the incentive award is paid annually in accordance with Section
3.


Company Objectives = a weighted percentage of total incentive target.





Company objectives are based on the achievement of targeted Adjusted Pre-Tax Income, defined
below, and on meeting the corporate objectives agreed upon at the beginning of the Year.
This portion of the incentive award is also paid annually in accordance with Section 3.



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The Compensation Committee, may, at any time in its sole discretion, based on relevant facts and
circumstances, adjust incentive percentages or actual payout levels to be above or below the
established targets.



The Plan is adopted by the Company and is effective January 1, 2009.




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