exv10w10



 







Exhibit 10.10




Autocath, Inc.

P. O. Box 620635

Woodside, CA 94062




October 21, 2002




Robert Younge




Dear Robert:




     Autocath, Inc. (the “Company”) is pleased to offer you employment on the following terms:



     1. Position. Your initial title will be Chief Technical Officer, and you will initially report
to the Company’s President and Chief Executive Officer. This is a full-time position. By signing
this letter agreement, you confirm to the Company that you have no contractual commitments or other
legal obligations that would prohibit you from performing your duties for the Company.



     2. Cash Compensation. The Company will pay you a starting salary at the rate of $158,000 per
year, payable in accordance with the Company’s standard payroll schedule.



     3. Employee Benefits. As a regular employee of the Company, you will be eligible to
participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid
vacation in accordance with the Company’s vacation policy, as in effect from time to time.



     4. Proprietary Information and Inventions Agreement. Like all Company employees, you will be
required, as a condition of your employment with the Company, to sign the Company’s standard
Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.



     5. Employment Relationship. Employment with the Company is for no specific period of time.
Your employment with the Company will be “at will,” meaning that either you or the Company may
terminate your employment at any time and for any reason, with or without cause. Any contrary
representations that may have been made to you are superseded by this offer. This is the full and
complete agreement between you and the Company on this term. Although your job duties, title,
compensation and benefits, as well as the Company’s personnel policies and procedures, may change
from time to time, the “at will” nature of your employment may only be changed in an express
written agreement signed by you and the Chief Executive Officer of the Company.



     6. Outside Activities. While you render services to the Company, you agree that you will not
engage in any other employment, consulting or other business activity without



 









 




the prior written consent of the Company. While you render services to the Company, you also
will not assist any person or entity in competing with the Company, in preparing to compete with
the Company or in hiring any employees or consultants of the Company. The Company acknowledges and
agrees that you will enter into an agreement with Intuitive Surgical to provide consulting services
one day per week and approves of such activities provided they do not materially distract from your
duties as Chief Technical Officer of the Company.




     7. Withholding Taxes. All forms of compensation referred to in this letter agreement are
subject to reduction to reflect applicable withholding and payroll taxes and other deductions
required by law.



     8. Entire Agreement. This letter agreement supersedes and replaces any prior agreements,
representations or understandings, whether written, oral or implied, between you and the Company.



*****




 









 








     We hope that you will accept our offer to join the Company. You may indicate your agreement
with these terms and accept this offer by signing and dating both the enclosed duplicate original
of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and
returning them to me. As required by law, your employment with the Company is contingent upon your
providing legal proof of your identity and authorization to work in the United States.



     If you have any questions, please call me at (415) 407-0509.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Autocath, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Fred Moll	 	 
	 

	 	 	 	 	 	 
	 	 	Fred Moll	 	 
	 	 	President and Chief Executive Officer	 	 





I have read and accept this employment offer:




	 	 	 
	     /s/ Robert Younge

	 	 
	 

       Signature of Robert Younge

	 	 
	 
	 	 
	Dated: 6 Nov 2002
	 	 






Attachment



Exhibit A: Proprietary Information and Inventions Agreement