Senior Vice President of Research & Development/Chief Technical Officer Employment Agreement - David Lentz

Exhibit 10.9


EXECUTIVE EMPLOYMENT AGREEMENT


This Executive Employment Agreement (" Agreement" ) is made effective as of November 12, 2004 (" Effective Date" ), by and between CryoCor, Inc. (" CryoCor" ) and David Lentz (" Lentz" ).

The parties agree as follows:

1. Employment . CryoCor has employed Lentz since February 6, 2002. Lentz has requested that CryoCor provide him with benefits in addition to those provided in his prior agreement with CryoCor, and Lentz hereby accepts continued employment, upon the terms and conditions set forth herein.

2. Duties .

2.1 Position . Lentz shall be employed as Senior Vice President of Research and Development and Chief Technical Officer, reporting to the Chief Executive Officer (" CEO" ), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time. Currently, Lentz' s duties include serving as the senior technical advisor on all innovation and core product technology initiatives; managing the Integrated Product Development Process through release to the customer; supporting product integration from Research and Development into Operations, Manufacturing, Quality, Regulatory Affairs and Service functions; assisting the CEO in the aggressive and successful growth of the company.

2.2 Best Efforts/Full-time . Lentz shall perform faithfully and diligently all duties assigned to him. Lentz will expend his best efforts on behalf of CryoCor, and will abide by all policies and decisions made by CryoCor, as well as all applicable federal, state and local laws, regulations or ordinances. Lentz will act in the best interest of CryoCor at all times. Lentz shall devote his full business time and efforts to the performance of his assigned duties for CryoCor, unless Lentz notifies CryoCor in advance of his intent to engage in other paid work and receives CryoCor' s express written consent to do so.

2.3 Covenant Not To Compete . Except with prior written consent of CryoCor' s Board of Directors, Lentz will not, during the term of this Agreement, in any period during which Lentz is receiving compensation or any other consideration from CryoCor, including, but not limited to, severance pay or benefits pursuant to Section 7 herein, engage in competition with CryoCor, either directly or indirectly, in any manner or capacity, as advisor, principal, agent, affiliate, promoter, partner, officer, director, employee, stock holder, owner, co-owner, consultant, or any member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of CryoCor.


2.4 Work Location . Lentz' principal place of work shall be located in San Diego, California, or such other location as the parties may agree upon from time to time.


3. Term . The term of this Agreement shall begin on the Effective Date and shall continue until it is terminated pursuant to Section 7 herein (" Term" ).

4. Compensation .


4.1 Base Salary . As compensation for Lentz' performance of his duties hereunder, CryoCor shall pay to Lentz a Base Salary of Two Hundred Thousand Dollars ($200,000) per year, payable in accordance with CryoCor' s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.


4.2 Performance and Salary Review . CryoCor will periodically review Lentz' s performance. Adjustments to salary or other compensation, if any, will be made by CryoCor in its sole and absolute discretion.


4.3 Employment Taxes . All of Lentz' s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by CryoCor.


5. Customary Fringe Benefits . Lentz will be eligible for all customary and usual fringe benefits generally available to senior executives of CryoCor, subject to the terms and conditions of CryoCor' s benefit plan documents. CryoCor reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Lentz.


6. Business Expenses . Lentz will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of CryoCor. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with CryoCor' s policies.

7. Termination .

7.1 At-Will Employment . Either Lentz or CryoCor shall have the right to terminate the employment relationship at any time, with or without cause or advance notice, subject to the provisions set forth in Section 7 herein. It is expressly understood that the employment relationship is at-will. Any change to this at-will employment relationship must be by a specific, written agreement signed by Lentz and the President and CEO of CryoCor.

7.2 Termination for Cause by CryoCor . Notwithstanding Section 7.1 above, CryoCor may terminate Lentz' s employment immediately at any time for Cause. For purposes of this Agreement, " Cause" is defined as a reasonable, good faith determination of CryoCor' s Board of Directors (the " Board" ) of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Lentz; (b) Lentz' s material breach of this Agreement or CryoCor' s Employee Innovations and Proprietary Rights Agreement; (c) Lentz' s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Lentz' s willful or habitual neglect of duties; (e) Lentz' s failure to perform the essential f ...