{"id":38608,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-severance-agreement-edwards-lifesciences.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-severance-agreement-edwards-lifesciences","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-severance-agreement-edwards-lifesciences.html","title":{"rendered":"Change-in-Control Severance Agreement – Edwards Lifesciences Corporation"},"content":{"rendered":"

Form of Change-in-Control Severance Agreement<\/strong><\/p>\n

Edwards Lifesciences Corporation<\/p>\n

Contents<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Article 1. Definitions<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 2. Severance Benefits<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 3. Form and Timing of Severance Benefits<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 4. Excise Tax<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 5. The Company153s Payment Obligation<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 6. Term of Agreement<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 7. Legal Remedies<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 8. Successors<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article 9. Miscellaneous<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Change-in-Control Severance Agreement
\nEdwards Lifesciences Corporation<\/strong><\/p>\n<\/p>\n<\/p>\n

THIS CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made, entered
\ninto, and is effective as of the day of , 20 (hereinafter referred to as the
\n“Effective Date”), by and between Edwards Lifesciences Corporation (the
\n“Company”), a Delaware corporation, and (the “Executive”).<\/p>\n

WHEREAS, the Executive is currently employed by the Company in a key
\nmanagement capacity; and<\/p>\n

WHEREAS, the Executive possesses considerable experience and knowledge of the
\nbusiness and affairs of the Company concerning its policies, methods, personnel,
\nand operations; and<\/p>\n

WHEREAS, the Company is desirous of assuring insofar as possible, that it
\nwill continue to have the benefit of the Executive153s services; and the Executive
\nis desirous of having such assurances; and<\/p>\n

WHEREAS, the Company recognizes that circumstances may arise in which a
\nChange in Control of the Company occurs, through acquisition or otherwise,
\nthereby causing uncertainty of employment without regard to the Executive153s
\ncompetence or past contributions. Such uncertainty may result in the loss of the
\nvaluable services of the Executive to the detriment of the Company and its
\nshareholders; and<\/p>\n

WHEREAS, both the Company and the Executive are desirous that any proposal
\nfor a Change in Control will be considered by the Executive objectively and with
\nreference only to the business interests of the Company and its shareholders;
\nand<\/p>\n

WHEREAS, the Executive will be in a better position to consider the Company153s
\nbest interests if the Executive is afforded reasonable security, as provided in
\nthis Agreement, against altered conditions of employment which could result from
\nany such Change in Control; and<\/p>\n

WHEREAS, the Executive and the Company are currently parties to that certain
\nAmended and Restated Change-in-Control Severance Agreement dated (the “Prior
\nAgreement; and<\/p>\n

WHEREAS, by executing this Agreement, the Executive and the Company hereby
\nagree that this Agreement shall supersede the severance benefits set forth in
\nthe Prior Agreement.<\/p>\n

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
\nand agreements of the parties set forth in this Agreement, and of other good and
\nvaluable consideration, the receipt and sufficiency of which are hereby
\nacknowledged, the parties hereto, intending to be legally bound, agree as
\nfollows:<\/p>\n<\/p>\n<\/p>\n

Article 1. Definitions<\/strong><\/p>\n<\/p>\n<\/p>\n

Wherever used in this Agreement, the following terms shall have the meanings
\nset forth below and, when the meaning is intended, the initial letter of the
\nword is capitalized:<\/p>\n

1<\/p>\n

\n

<\/p>\n

1.1 “Agreement”<\/strong> means this Change-in-Control Severance
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

1.2 “Base Salary”<\/strong> means, at any time, the then-regular
\nannual rate of pay which the Executive is receiving as annual salary, excluding
\namounts: (i) received under short- or long-term incentive or other bonus plans,
\nregardless of whether or not the amounts are deferred or (ii) designated by the
\nCompany as payment toward reimbursement of expenses.<\/p>\n<\/p>\n<\/p>\n

1.3<\/strong> “Board<\/strong>” means the Board of Directors of
\nthe Company.<\/p>\n<\/p>\n<\/p>\n

1.4 <\/strong>“Cause<\/strong>” shall be determined solely by
\nthe Board in the exercise of good faith and reasonable judgment, and shall mean
\nthe occurrence of any one or more of the following:<\/p>\n

(i) A continuing material breach by the Executive of the duties and
\nresponsibilities of the Executive, which duties shall not differ in any material
\nrespect from the duties and responsibilities of the Executive during the 90-day
\nperiod immediately prior to a Change in Control (other than as a result of
\nincapacity due to a physical or mental condition or illness), which breach is
\ndemonstrably willful and deliberate on the Executive153s part, is committed in bad
\nfaith and without a reasonable belief that such a breach is in the best
\ninterests of the Company, and is not remedied in a reasonable period of time
\nafter receipt of written demand for substantial performance is delivered to the
\nExecutive by the Board that specifically identifies the manner in which the
\nBoard believes the Executive has breached such duties and responsibilities; or\n<\/p>\n

(ii) The Executive153s willfully engaging in conduct that is demonstrably and
\nmaterially injurious to the Company, monetarily or otherwise; or<\/p>\n

(iii) The Executive153s conviction of a felony.<\/p>\n

However, no act or failure to act on the Executive153s part shall be deemed
\n“willful” unless done, or omitted to be done, by the Executive not in good faith
\nand without reasonable belief that the action or omission was in the best
\ninterest of the Company.<\/p>\n<\/p>\n<\/p>\n

1.5 “Change in Control”<\/strong> of the Company shall mean the
\noccurrence of any one of the following events:<\/p>\n

(a) Any “Person,” as such term is used in Sections 13(d) and 14(d) of the
\nSecurities Exchange Act of 1934 (as amended) (other than the Company, any
\ncorporation owned, directly or indirectly, by the stockholders of the Company in
\nsubstantially the same proportions as their ownership of stock of the Company,
\nand any trustee or other fiduciary holding securities under an employee benefit
\nplan of the Company or such proportionately owned corporation), is or becomes
\nthe “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange
\nAct of 1934, as amended), directly or indirectly, of securities of the Company
\nrepresenting thirty percent (30%) or more of the combined voting power of the
\nCompany153s then outstanding securities; or<\/p>\n

2<\/p>\n

\n

<\/p>\n

(b) During any period of not more than twenty-four (24) months, individuals
\nwho at the beginning of such period constitute the Board of Directors of the
\nCompany, and any new director (other than a director designated by a Person who
\nhas entered into an agreement with the Company to effect a transaction described
\nin Sections 1.5(a), 1.5(c), or 1.5(d) of this Section 1.5) whose election by the
\nBoard or nomination for election by the Company153s stockholders was approved by a
\nvote of at least two-thirds (2\/3) of the directors then still in office who
\neither were directors at the beginning of the period or whose election or
\nnomination for election was previously so approved, cease for any reason to
\nconstitute at least a majority thereof; or<\/p>\n

(c) The consummation of a merger or consolidation of the Company with any
\nother entity, other than: (i) a merger or consolidation which would result in
\nthe voting securities of the Company outstanding immediately prior thereto
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity) more than sixty percent (60%) of
\nthe combined voting power of the voting securities of the Company or such
\nsurviving entity outstanding immediately after such merger or consolidation; or
\n(ii) a merger or consolidation effected to implement a recapitalization of the
\nCompany (or similar transaction) in which no Person acquires more than thirty
\npercent (30%) of the combined voting power of the Company153s then outstanding
\nsecurities; or<\/p>\n

(d) The Company153s stockholders approve a plan of complete liquidation or
\ndissolution of the Company, or an agreement for the sale or disposition by the
\nCompany of all or substantially all of the Company153s assets (or any transaction
\nhaving a similar effect).<\/p>\n

1.6<\/strong> “Code”<\/strong> means the Internal Revenue Code
\nof 1986, as amended.<\/p>\n<\/p>\n<\/p>\n

1.7 “Company”<\/strong> means Edwards Lifesciences Corporation, a
\nDelaware corporation (including any and all subsidiaries), or any successor
\nthereto as provided in Article 8 herein.<\/p>\n<\/p>\n<\/p>\n

1.8 “Disability”<\/strong> shall have the meaning ascribed to such
\nterm in the Executive153s governing long-term disability plan as of the Effective
\nDate.<\/p>\n<\/p>\n<\/p>\n

1.9 “Effective Date”<\/strong> means the date specified in the opening
\nsentence of this Agreement.<\/p>\n<\/p>\n<\/p>\n

1.10 “Effective Date of Termination”<\/strong> means the date on which
\na Qualifying Termination occurs, as provided in Section 2.2 herein, which
\ntriggers the payment of Severance Benefits hereunder.<\/p>\n<\/p>\n<\/p>\n

1.11 “Good Reason”<\/strong> means, without the Executive153s express
\nwritten consent, the occurrence after a Change in Control of the Company of any
\none or more of the following:<\/p>\n

(i) The assignment of the Executive to duties materially inconsistent with
\nthe Executive153s authorities, duties, responsibilities, and status (including
\noffices, titles, and reporting requirements) as an executive and\/or officer of
\nthe Company,<\/p>\n

3<\/p>\n

\n

<\/p>\n

or a material reduction or alteration in the nature or status of the
\nExecutive153s authorities, duties, or responsibilities from those in effect as of
\nninety (90) calendar days prior to the Change in Control, other than an
\ninsubstantial and inadvertent act that is remedied by the Company promptly after
\nreceipt of notice thereof given by the Executive;<\/p>\n

(ii) The Company153s requiring the Executive to be based at a location in
\nexcess of fifty (50) miles from the location of the Executive153s principal job
\nlocation or office immediately prior to the Change in Control; except for
\nrequired travel on the Company153s business to an extent substantially consistent
\nwith the Executive153s then present business travel obligations;<\/p>\n

(iii) A reduction by the Company of the Executive153s Base Salary in effect on
\nthe Effective Date hereof, or as the same shall be increased from time to time;\n<\/p>\n

(iv) The failure of the Company to continue in effect any of the Company153s
\nshort- and long-term incentive compensation plans, or employee benefit or
\nretirement plans, policies, practices, or other compensation arrangements in
\nwhich the Executive participates, unless the Executive is permitted to
\nparticipate in other plans that provide the Executive with substantially
\ncomparable benefits; or the failure by the Company to continue the Executive153s
\nparticipation therein on substantially the same basis, both in terms of the
\namount of benefits provided and the level of the Executive153s participation
\nrelative to other participants, as existed immediately prior to the Change in
\nControl of the Company;<\/p>\n

(v) The failure of the Company to obtain a satisfactory agreement from any
\nsuccessor to the Company to assume and agree to perform the Company153s
\nobligations under this Agreement, as contemplated in Article 8 herein; and<\/p>\n

(vi) The Company, or any successor company, commits a material breach of any
\nof the material provisions of this Agreement.<\/p>\n

The Executive153s right to terminate employment for Good Reason shall not be
\naffected by the Executive153s incapacity due to physical or mental illness. The
\nExecutive153s continued employment shall not constitute consent to, or a waiver of
\nrights with respect to, any circumstance constituting Good Reason herein.<\/p>\n<\/p>\n<\/p>\n

1.12 “Qualifying Termination”<\/strong> means any of the events
\ndescribed in Section 2.2 herein, the occurrence of which triggers the payment of
\nSeverance Benefits hereunder.<\/p>\n<\/p>\n<\/p>\n

1.13 “Separation from Service”<\/strong> means the Executive153s
\nseparation from service as determined in accordance with Code Section 409A and
\nthe applicable standards of the Treasury Regulations issued thereunder.<\/p>\n<\/p>\n<\/p>\n

1.14 “Severance Benefits”<\/strong> means the payment of severance
\ncompensation as provided in Section 2.3 herein.<\/p>\n

4<\/p>\n

\n

<\/p>\n

Article 2. Severance Benefits<\/strong><\/p>\n<\/p>\n<\/p>\n

2.1 Right to Severance Benefits<\/strong>. The Executive shall be
\nentitled to receive from the Company Severance Benefits as described in Section
\n2.3 herein, if there has been a Change in Control of the Company and if, within
\ntwenty-four (24) calendar months thereafter, the Executive153s employment with the
\nCompany shall end for any reason specified in Section 2.2 herein as being a
\nQualifying Termination.<\/p>\n

The Executive shall not be entitled to receive Severance Benefits if he is
\nterminated for Cause, or if his employment with the Company ends due to death,
\nDisability, voluntary normal retirement (as defined under the then established
\nrules of the Company153s tax-qualified retirement plan), or due to a voluntary
\ntermination of employment for a reason other than that specified in Section
\n2.2(b) herein.<\/p>\n<\/p>\n<\/p>\n

2.2 Qualifying Termination<\/strong>. The occurrence of either of the
\nfollowing events within twenty-four (24) calendar months after a Change in
\nControl of the Company shall trigger the payment of Severance Benefits to the
\nExecutive under this Agreement:<\/p>\n

(a) The Company153s involuntary termination of the Executive153s employment
\nwithout Cause; or<\/p>\n

(b) The Executive153s voluntary employment termination for Good Reason.<\/p>\n

In addition, if the Executive153s employment is involuntarily terminated
\nwithout Cause by the Company within six (6) months prior to a Change in Control,
\nsuch termination shall also be considered a Qualifying Termination occurring
\nduring the twenty-four (24) month period following a Change in Control. For
\npurposes of this Agreement, a Qualifying Termination shall not include a
\ntermination of employment by reason of death, Disability, or voluntary normal
\nretirement (as such term is defined under the then established rules of the
\nCompany153s tax-qualified retirement plan), the Executive153s voluntary termination
\nfor a reason other than that specified in Section 2.2(b) herein, or the
\nCompany153s involuntary termination for Cause.<\/p>\n<\/p>\n<\/p>\n

2.3 Description of Severance Benefits<\/strong>. In the event that the
\nExecutive becomes entitled to receive Severance Benefits, as provided in
\nSections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide
\nhim with total Severance Benefits equal to all of the following:<\/p>\n

(a) A lump-sum amount equal to the Executive153s unpaid Base Salary, accrued
\nvacation pay, unreimbursed business expenses, and all other items earned by and
\nowed to the Executive through and including the Effective Date of Termination.\n<\/p>\n

(b) A lump-sum amount equal to the product obtained by multiplying (i) [not
\nmore than 100%] of the Executive153s annual target bonus amount, established under
\nthe annual bonus plan in which the Executive is then participating for the bonus
\nplan year in which the Executive153s Effective Date of Termination occurs by (ii)
\na fraction, the numerator of which is the number of full completed months in the
\nbonus plan year through the Effective Date of Termination, and the denominator
\nof which is twelve (12). This payment will be in lieu of any other payment to be
\nmade to the Executive under the annual bonus plan in which the Executive is then
\nparticipating for that plan year.<\/p>\n

5<\/p>\n

\n

<\/p>\n

(c) A lump-sum amount equal to three (3) multiplied by the higher of the
\nExecutive153s annual rate of Base Salary in effect upon the Effective Date of
\nTermination, or the Executive153s highest annual rate of Base Salary in effect
\nduring the twelve (12) months preceding the date of the Change in Control.<\/p>\n

(d) A lump-sum amount equal to the higher of (i) [not more than three (3)]
\ntimes the Executive153s annual target bonus established under the annual bonus
\nplan in which the Executive is then participating for the bonus plan year in
\nwhich the Executive153s Effective Date of Termination occurs, or (ii) three (3)
\ntimes the actual annual bonus payment made to the Executive under the annual
\nbonus plan in which the Executive participated in the year preceding the year in
\nwhich the Effective Date of Termination occurs.<\/p>\n

(e) All long-term incentive awards shall be subject to the treatment provided
\nunder the Company153s Long-Term Stock Incentive Compensation Program (as amended,
\nor any successor plans thereto) and\/or the applicable award agreements
\nthereunder.<\/p>\n

(f) A lump sum amount (the “Healthcare Cost”) equal to the cost of medical
\ninsurance and dental insurance coverage at the same coverage level as in effect
\nas of the Executive153s Effective Date of Termination for a period of thirty-six
\n(36) months following the Executive153s Effective Date of Termination, based on
\nthe monthly COBRA costs of such coverage under the Company153s medical and dental
\nplans pursuant to Section 4980B of the Code on the Executive153s Effective Date of
\nTermination. In addition, the Company shall pay to the Executive an additional
\namount sufficient to fully cover the federal, state and local income and
\nemployment tax liability attributable to such Healthcare Cost and the additional
\ntax gross-up payment made under this Section 2.3(f).<\/p>\n

(g) For a period of up to thirty-six (36) months following a Change in
\nControl, the Executive shall be entitled, at the expense of the Company, to
\nreceive standard outplacement services from a nationally recognized outplacement
\nfirm of the Executive153s selection. However, the Company153s total obligation shall
\nnot exceed twenty-five thousand dollars ($25,000.00) per calendar year. The
\namount of in-kind benefits to which the Executive may become entitled in any one
\ncalendar year shall not affect the amount of in-kind benefits to be provided to
\nthe Executive in any other calendar year. The Executive153s right to in-kind
\nbenefits cannot be liquidated or exchanged for any other benefit or payment.<\/p>\n<\/p>\n<\/p>\n

2.4 Termination due to Disability<\/strong>. Following a Change in
\nControl, if the Executive153s employment is terminated with the Company due to
\nDisability, the Executive153s benefits shall be determined in accordance with the
\nCompany153s retirement, insurance, and other applicable plans and programs then in
\neffect and shall be paid at such time and in such manner as set forth in the
\nplans or programs governing those benefits subject to compliance with Code
\nSection 409A.<\/p>\n

6<\/p>\n

\n

<\/p>\n

2.5 Termination due to Retirement or Death<\/strong>. Following a
\nChange in Control, if the Executive153s employment with the Company is terminated
\nby reason of his voluntary normal retirement (as defined under the then
\nestablished rules of the Company153s tax-qualified retirement plan), or death, the
\nExecutive153s benefits shall be determined in accordance with the Company153s
\nretirement, survivor153s benefits, insurance, and other applicable programs then
\nin effect and shall be paid at such time and in such manner as set forth in the
\nprograms governing those benefits subject to compliance with Code Section 409A.\n<\/p>\n<\/p>\n<\/p>\n

2.6 Termination for Cause or by the Executive Other Than for Good
\nReason<\/strong>. Following a Change in Control, if the Executive153s employment is
\nterminated either: (i) by the Company for Cause; or (ii) voluntarily by the
\nExecutive for a reason other than that specified in Section 2.2(b) herein, the
\nCompany shall pay the Executive his full unpaid Base Salary at the rate then in
\neffect, accrued vacation, and other items earned by and owed to the Executive
\nthrough the Effective Date of Termination, plus all other amounts to which the
\nExecutive is entitled under any compensation plans of the Company at the time
\nsuch payments are due, and the Company shall have no further obligations to the
\nExecutive under this Agreement.<\/p>\n<\/p>\n<\/p>\n

2.7 Notice of Termination<\/strong>. Any termination of the
\nExecutive153s employment by the Company for Cause or by the Executive for Good
\nReason shall be communicated by Notice of Termination to the other party. For
\npurposes of this Agreement, a “Notice of Termination” shall mean a written
\nnotice which shall indicate the specific termination provision in this Agreement
\nrelied upon, and shall set forth in reasonable detail the facts and
\ncircumstances claimed to provide a basis for termination of the Executive153s
\nemployment under the provision so indicated.<\/p>\n<\/p>\n<\/p>\n

Article 3. Form and Timing of Severance Benefits<\/strong><\/p>\n<\/p>\n<\/p>\n

3.1 Form and Timing of Severance Benefits<\/strong>. The Severance
\nBenefit described in Section 2.3(a) herein shall be paid in cash to the
\nExecutive in a single lump sum as soon as practicable following the Effective
\nDate of Termination, but in no event beyond ten (10) calendar days from such
\ndate. The Severance Benefits described in Sections 2.3(b), 2.3(c), 2.3(d) and
\n2.3(f) herein shall be paid in cash to the Executive in a single lump sum on the
\nfirst day of the seventh (7th) month following the date the Executive incurs a
\nSeparation from Service by reason of the Qualifying Termination or, with respect
\nto the tax gross-up payments under Section 2.3(f), the date on which the
\nfederal, state and local taxes to which the gross-up payment relates are
\nremitted to the tax authorities, if later. To the extent the payment of any such
\nSeverance Benefits to which the Executive becomes entitled under this Agreement
\nas a result of an actual termination following a Change in Control is deferred
\nbeyond the Executive153s Separation from Service, the Executive shall be entitled
\nto interest on those amounts, for the period the payment of such amounts is so
\ndeferred, with such interest to accrue at the prime rate then in effect from
\ntime to time during that period and to be paid in a lump sum upon payment of
\nsuch Severance Benefits.<\/p>\n<\/p>\n<\/p>\n

3.2 Withholding of Taxes<\/strong>. The Company shall withhold from
\nany amounts payable under this Agreement all federal, state, city, or other
\ntaxes as legally shall be required.<\/p>\n<\/p>\n<\/p>\n

Article 4. Excise Tax<\/strong><\/p>\n<\/p>\n<\/p>\n

4.1 Excise Tax Payment<\/strong>. If any portion of the Severance
\nBenefits or any other payment under this Agreement, or under any other agreement
\nwith, or plan of the Company (in the aggregate, “Total Payments”) would
\nconstitute an “excess parachute payment,” such that a golden parachute<\/p>\n

7<\/p>\n

\n

<\/p>\n

excise tax is due, the Company shall provide to the Executive, in cash, an
\nadditional payment in an amount sufficient to cover the full cost of any excise
\ntax and all of the Executive153s additional state and federal income, excise, and
\nemployment taxes that arise on this additional payment (cumulatively, the “Full
\nGross-Up Payment”), such that the Executive is in the same after-tax position as
\nif he had not been subject to the excise tax. For this purpose, the Executive
\nshall be deemed to be in the highest marginal rate of federal and state taxes.
\nThis payment shall be made at the time the taxes are remitted to the tax
\nauthorities but no later than the close of the calendar year following the
\ncalendar year in which the taxes are remitted to the tax authorities.<\/p>\n

For purposes of this Agreement, the term “excess parachute payment” shall
\nhave the meaning assigned to such term in Section 280G of the Code, and the term
\n“excise tax” shall mean the tax imposed on such excess parachute payment
\npursuant to Sections 280G and 4999 of the Code.<\/p>\n<\/p>\n<\/p>\n

4.2 Subsequent Recalculation<\/strong>. In the event the Internal
\nRevenue Service subsequently adjusts the excise tax computation herein
\ndescribed, the Company shall reimburse the Executive for the full amount
\nnecessary to make the Executive whole on an after-tax basis (less any amounts
\nreceived by the Executive that the Executive would not have received had the
\ncomputations initially been computed as subsequently adjusted), including the
\nvalue of any underpaid excise tax, and any related interest and\/or penalties due
\nto the Internal Revenue Service. Any such reimbursements shall be made on the
\ndate the additional taxes are remitted to the tax authorities but no later than
\nthe end of the calendar year following the calendar year in which the additional
\ntaxes are remitted to the tax authorities.<\/p>\n<\/p>\n<\/p>\n

Article 5. The Company153s Payment Obligation<\/strong><\/p>\n<\/p>\n<\/p>\n

5.1 Payment Obligations Absolute<\/strong>. The Company153s obligation
\nto make the payments and the arrangements provided for herein shall be absolute
\nand unconditional, and shall not be affected by any circumstances including,
\nwithout limitation, any offset, counterclaim, recoupment, defense, or other
\nright which the Company may have against the Executive or anyone else. All
\namounts payable by the Company hereunder shall be paid without notice or demand.
\nEach and every payment made hereunder by the Company shall be final, and the
\nCompany shall not seek to recover all or any part of such payment from the
\nExecutive or from whomsoever may be entitled thereto, for any reasons
\nwhatsoever.<\/p>\n

The Executive shall not be obligated to seek other employment in mitigation
\nof the amounts payable or arrangements made under any provision of this
\nAgreement, and the obtaining of any such other employment shall in no event
\neffect any reduction of the Company153s obligations to make the payments and
\narrangements required to be made under this Agreement.<\/p>\n<\/p>\n<\/p>\n

5.2 Contractual Rights to Benefits.<\/strong> This Agreement
\nestablishes and vests in the Executive a contractual right to the benefits to
\nwhich he is entitled hereunder. However, nothing herein contained shall require
\nor be deemed to require, or prohibit or be deemed to prohibit, the Company to
\nsegregate, earmark, or otherwise set aside any funds or other assets, in trust
\nor otherwise, to provide for any payments to be made or required hereunder.<\/p>\n<\/p>\n<\/p>\n

Article 6. Term of Agreement<\/strong><\/p>\n<\/p>\n<\/p>\n

This Agreement will commence on the Effective Date first written above, and
\nshall continue in effect irrevocably for three (3) full calendar years..
\nHowever, at the end of the first calendar year of<\/p>\n

8<\/p>\n

\n

<\/p>\n

such three-year (3) period, this Agreement shall be extended automatically
\nfor one (1) additional year, unless the Company notifies the Executive in
\nwriting, prior to the occurrence of the automatic extension, that the term of
\nthis Agreement will not be extended. Moreover, upon the end of each subsequent
\ncalendar year, this Agreement shall also be extended automatically for one (1)
\nadditional year, unless the Company otherwise notifies the Executive in writing
\nprior to the occurrence of such automatic extension. In the case where the
\nCompany properly notifies the Executive that the Agreement will no longer be
\nextended, the Agreement will terminate at the end of the term, or extended term,
\nthen in progress.<\/p>\n

However, in the event a Change in Control occurs during the original or any
\nextended term, this Agreement will remain in effect for twenty-four (24) months
\nbeyond the month in which such Change in Control occurred.<\/p>\n<\/p>\n<\/p>\n

Article 7. Legal Remedies<\/strong><\/p>\n<\/p>\n<\/p>\n

7.1 Dispute Resolution<\/strong>. The Executive shall have the right
\nand option to elect to have any good faith dispute or controversy arising under
\nor in connection with this Agreement settled by litigation or arbitration. If
\narbitration is selected, such proceeding shall be conducted by final and binding
\narbitration before a panel of three (3) arbitrators in accordance with the rules
\nand under the administration of the American Arbitration Association.<\/p>\n<\/p>\n<\/p>\n

7.2 Payment of Legal Fees<\/strong>. In the event that it shall be
\nnecessary or desirable for the Executive to retain legal counsel and\/or to incur
\nother costs and expenses in connection with the enforcement of any or all of his
\nrights under this Agreement, the Company shall pay (or the Executive shall be
\nentitled to recover from the Company) the Executive153s attorneys153 fees, costs,
\nand expenses in connection with a good faith enforcement of his rights including
\nthe enforcement of any arbitration award. This shall include, without
\nlimitation, court costs and attorneys153 fees incurred by the Executive as a
\nresult of any good faith claim, action, or proceeding, including any such action
\nagainst the Company arising out of, or challenging the validity or
\nenforceability of this Agreement or any provision hereof.<\/p>\n<\/p>\n<\/p>\n

Article 8. Successors<\/strong><\/p>\n<\/p>\n<\/p>\n

The Company shall require any successor (whether direct or indirect, by
\npurchase, merger, reorganization, consolidation, acquisition of property or
\nstock, liquidation, or otherwise) of all or substantially all of the assets of
\nthe Company by agreement, in form and substance satisfactory to the Executive,
\nto expressly assume and agree to perform this Agreement in the same manner and
\nto the same extent that the Company would be required to perform if no such
\nsuccession had taken place. Regardless of whether such agreement is executed,
\nthis Agreement shall be binding upon any successor in accordance with the
\noperation of law and such successor shall be deemed the “Company” for purposes
\nof this Agreement.<\/p>\n<\/p>\n<\/p>\n

Article 9. Miscellaneous<\/strong><\/p>\n<\/p>\n<\/p>\n

9.1 Employment Status<\/strong>. This Agreement is not, and nothing
\nherein shall be deemed to create, an employment contract between the Executive
\nand the Company or any of its subsidiaries. Subject to the terms of any
\nemployment contract between the Executive and the Company, the Executive
\nacknowledges that the rights of the Company remain wholly intact to change or
\nreduce at any time and from time to time his compensation, title,
\nresponsibilities, location, and all other aspects of the employment
\nrelationship, or to discharge him prior to a Change in Control (subject to such
\ndischarge possibly being considered a Qualifying Termination pursuant to Section
\n2.2).<\/p>\n

9<\/p>\n

\n

<\/p>\n

9.2 Entire Agreement<\/strong>. This Agreement contains the entire
\nunderstanding of the Company and the Executive with respect to the subject
\nmatter hereof and supersedes all prior oral and written agreements between the
\nparties hereto with respect to the subject matter hereof, including but not
\nlimited to, the Prior Agreement, which is terminated and no longer in effect. In
\naddition, the payments provided for under this Agreement in the event of the
\nExecutive153s termination of employment shall be in lieu of any severance benefits
\npayable under any employment contract between the Executive and the Company or
\nany severance plan, program, or policy of the Company to which he might
\notherwise be entitled.<\/p>\n<\/p>\n<\/p>\n

9.3 Notices<\/strong>. All notices, requests, demands, and other
\ncommunications hereunder shall be sufficient if in writing and shall be deemed
\nto have been duly given if delivered by hand or if sent by registered or
\ncertified mail to the Executive at the last address he has filed in writing with
\nthe Company or, in the case of the Company, at its principal offices.<\/p>\n<\/p>\n<\/p>\n

9.4 Execution in Counterparts<\/strong>. This Agreement may be
\nexecuted by the parties hereto in counterparts, each of which shall be deemed to
\nbe an original, but all such counterparts shall constitute one and the same
\ninstrument, and all signatures need not appear on any one counterpart.<\/p>\n<\/p>\n<\/p>\n

9.5 Conflicting Agreements<\/strong>. The Executive hereby represents
\nand warrants to the Company that his entering into this Agreement, and the
\nobligations and duties undertaken by him hereunder, will not conflict with,
\nconstitute a breach of, or otherwise violate the terms of, any other employment
\nor other agreement to which he is a party, except to the extent any such
\nconflict, breach, or violation under any such agreement has been disclosed to
\nthe Board in writing in advance of the signing of this Agreement.<\/p>\n<\/p>\n<\/p>\n

9.6 Severability<\/strong>. In the event any provision of this
\nAgreement shall be held illegal or invalid for any reason, the illegality or
\ninvalidity shall not affect the remaining parts of the Agreement, and the
\nAgreement shall be construed and enforced as if the illegal or invalid provision
\nhad not been included. Further, the captions of this Agreement are not part of
\nthe provisions hereof and shall have no force and effect.<\/p>\n

Notwithstanding any other provisions of this Agreement to the contrary, the
\nCompany shall have no obligation to make any payment to the Executive hereunder
\nto the extent, but only to the extent, that such payment is prohibited by the
\nterms of any final order of a Federal or state court or regulatory agency of
\ncompetent jurisdiction; provided, however, that such an order shall not affect,
\nimpair, or invalidate any provision of this Agreement not expressly subject to
\nsuch order.<\/p>\n<\/p>\n<\/p>\n

9.7 Modification<\/strong>. No provision of this Agreement may be
\nmodified, waived, or discharged unless such modification, waiver, or discharge
\nis agreed to in writing and signed by the Executive and by a member of the
\nBoard, as applicable, or by the respective parties153 legal representatives or
\nsuccessors.<\/p>\n

10<\/p>\n

\n

<\/p>\n

9.8 Applicable Law<\/strong>. To the extent not preempted by the laws
\nof the United States, the laws of Delaware shall be the controlling law in all
\nmatters relating to this Agreement without giving effect to principles of
\nconflicts of laws.<\/p>\n<\/p>\n<\/p>\n

9.9 Compliance with Section 409A<\/strong>. This Agreement is intended
\nto comply with the requirements of Section 409A of the Code. Accordingly, all
\nprovisions herein shall be construed and interpreted to comply with Code Section
\n409A and if necessary, any such provision shall be deemed amended to comply with
\nCode Section 409A and the regulations thereunder.<\/p>\n<\/p>\n<\/p>\n

9.10 Right to Advice of Counsel<\/strong>. The Executive acknowledges
\nthat he has had the right to consult with counsel and is fully aware of his
\nrights and obligations under this Agreement.<\/p>\n<\/p>\n<\/p>\n

IN WITNESS WHEREOF<\/strong>, the parties have executed this Agreement
\nas of this day of , 20 .<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Company:<\/p>\n<\/td>\n

<\/td>\n\n

Executive:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Edwards Lifesciences Corporation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n

<\/p>\n

AMENDMENT<\/strong><\/p>\n

TO<\/strong><\/p>\n

CHANGE-IN-CONTROL SEVERANCE AGREEMENT<\/strong><\/p>\n

This Amendment (the “Amendment”) to the Change-in-Control Severance Agreement
\nby and between EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the
\n“Company”), and (the “Executive”) dated (the “Agreement”) is made, entered into
\nand effective as of March 11, 2010.<\/p>\n

WHEREAS, the Company and the Executive desire to modify the terms of Article
\n2, Section 2.3 of the Agreement;<\/p>\n

NOW THEREFORE, in consideration of the foregoing and other good and valuable
\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the
\nCompany and the Executive, intending to be bound, agree as follows:<\/p>\n

The text of Article 2, Section 2.3 of the Agreement shall be deleted in its
\nentirety and replaced with the following:<\/p>\n<\/p>\n<\/p>\n

2.3 Description of Severance Benefits<\/strong>. In the event that the
\nExecutive becomes entitled to receive Severance Benefits, as provided in
\nSections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide
\nhim with total Severance Benefits equal to all of the following:<\/p>\n

(a) A lump-sum amount equal to the Executive153s unpaid Base Salary, accrued
\nvacation pay, unreimbursed business expenses, and all other items earned by and
\nowed to the Executive through and including the Effective Date of Termination.\n<\/p>\n

(b) A lump-sum amount equal to the product obtained by multiplying (i) fifty
\npercent (50%) of the Executive153s annual target bonus amount, established under
\nthe annual bonus plan in which the Executive is then participating for the bonus
\nplan year in which the Executive153s Effective Date of Termination occurs,
\nmultiplied by (ii) a fraction, the numerator of which is the number of full
\ncompleted months in the bonus plan year through the Effective Date of
\nTermination, and the denominator of which is twelve (12). This payment will be
\nin lieu of any other payment to be made to the Executive under the annual bonus
\nplan in which the Executive is then participating for that plan year.<\/p>\n

(c) A lump-sum amount equal to two (2) multiplied by the higher of the
\nExecutive153s annual rate of Base Salary in effect upon the Effective Date of
\nTermination, or the Executive153s highest annual rate of Base Salary in effect
\nduring the twelve (12) months preceding the date of the Change in Control.<\/p>\n

\n

<\/p>\n

(d) A lump-sum amount equal to the higher of (i) one (1) multiplied by the
\nExecutive153s annual target bonus established under the annual bonus plan in which
\nthe Executive is then participating for the bonus plan year in which the
\nExecutive153s Effective Date of Termination occurs, or (ii) two (2) multiplied by
\nthe actual annual bonus payment made to the Executive under the annual bonus
\nplan in which the Executive participated in the year preceding the year in which
\nthe Effective Date of Termination occurs.<\/p>\n

(e) All long-term incentive awards shall be subject to the treatment provided
\nunder the Company153s Long-Term Stock Incentive Compensation Program (as amended,
\nor any successor plans thereto) and\/or the applicable award agreements
\nthereunder.<\/p>\n

(f) A lump-sum amount equal to the cost of medical and dental insurance
\ncoverage at the same coverage level as in effect as of the Executive153s Effective
\nDate of Termination for a period of thirty-six (36) months following the
\nExecutive153s Effective Date of Termination, based on the monthly COBRA cost of
\nsuch coverage under the Company153s medical and dental plans pursuant to Section
\n4980B of the Code on the Executive153s Effective Date of Termination.<\/p>\n

(g) The Executive shall be entitled, at the expense of the Company and
\nthrough a provider selected by the Company, to receive outplacement services the
\nscope of which shall be reasonable and consistent with the industry practice for
\nsimilarly situated executives.<\/p>\n<\/p>\n<\/p>\n

IN WITNESS WHEREOF,<\/strong> the parties hereto have executed this
\nAmendment as of the day and year above written.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n
\n

Company:<\/p>\n<\/td>\n

<\/td>\n\n

Executive:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Edwards Lifesciences Corporation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

<\/p>\n

AMENDMENT<\/strong><\/p>\n

TO<\/strong><\/p>\n

CHANGE-IN-CONTROL SEVERANCE AGREEMENT<\/strong><\/p>\n

This Amendment (the “Amendment”) to the Amended and Restated
\nChange-in-Control Severance Agreement by and between EDWARDS LIFESCIENCES
\nCORPORATION, a Delaware corporation (the “Company”), and (the “Executive”) dated
\n(the “Agreement”) is made, entered into and effective as of December 15, 2010.\n<\/p>\n

WHEREAS, the Company and the Executive desire to modify the terms of Article
\n6 of the Agreement;<\/p>\n

NOW THEREFORE, in consideration of the foregoing and other good and valuable
\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the
\nCompany and the Executive, intending to be bound, agree as follows:<\/p>\n

The text of Article 6 of the Agreement shall be deleted in its entirety and
\nreplaced with the following:<\/p>\n

The current term of this Agreement extends through December 31, 2012, and
\nshall be extended automatically for successive one (1) calendar year extended
\nterms, unless the Company notifies the Executive in writing at least 180 days
\nprior to the expiration of the current term or any extended term that the
\nCompany elects not to extend the term. If notice under this Article 6 is
\nprovided, the term of this Agreement will not be further extended, and the
\nAgreement will terminate at the end of the then-current term.<\/p>\n

However, in the event a Change in Control occurs during the current term or
\nany extended term, the Executive shall be entitled to Severance benefits as
\nprovided in Article 2 so long as a Qualifying Termination occurs within
\ntwenty-four (24) months after the month in which such Change in Control
\noccurred.<\/p>\n<\/p>\n<\/p>\n

IN WITNESS WHEREOF,<\/strong> the parties hereto have executed this
\nAmendment as of the day and year above written.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n

Company:<\/p>\n<\/td>\n

<\/td>\n\n

Executive:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Edwards Lifesciences Corporation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
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