10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2009
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51512

Cardiac Science Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	94-3300396
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
3303 Monte Villa Parkway, Bothell, WA (Address of Principal Executive Offices)	98021 (Zip Code)

(425) 402-2000

(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	NASDAQ Global Market

Securities Registered Pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ Yes     o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  o Yes     o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based on the closing price of the registrant’s Common Stock on June 30, 2009 as reported on the NASDAQ Global Market, was approximately $81,565,474.

The number of shares of the registrant’s Common Stock outstanding at March 8, 2010 was 23,621,445.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference to the registrant’s definitive Proxy Statement relating to the registrant’s 2010 annual meeting of shareholders. Such definitive Proxy Statement or an amendment to this Report providing the information required by Part III of this Report shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

CARDIAC SCIENCE CORPORATION

2009 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		2
Item 1A.	Risk Factors		18
Item 1B.	Unresolved Staff Comments		32
Item 2.	Properties		32
Item 3.	Legal Proceedings		32
Item 4.	Reserved		32
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		32
Item 6.	Selected Financial Data		34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		49
Item 8.	Financial Statements and Supplementary Data		50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		89
Item 9A.	Controls and Procedures		89
Item 9B.	Other Information		89
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		89
Item 11.	Executive Compensation		89
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		90
Item 13.	Certain Relationships and Related Transactions, and Director Independence		90
Item 14.	Principal Accountant Fees and Services		90
PART IV
Item 15.	Exhibits and Financial Statement Schedules		90
Signatures			91
EX-10.4
EX-10.5
EX-10.13
EX-10.17
EX-10.20
EX-10.22
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART 1

This Annual Report on Form 10-K contains forward-looking statements relating to Cardiac Science Corporation. Except for historical information, the following discussion contains forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “intend,” “anticipate”,” will,” “may,” variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These forward-looking statements reflect management’s current expectations and involve risks and uncertainties. Our actual results could differ materially from results that may be anticipated by such forward-looking statements. The principal factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading “Risk Factors” on Item 1A of this report and those discussed elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances that may subsequently arise. Readers are urged to review and consider carefully the various disclosures made in this report and in our other filings made with the SEC that disclose and describe the risks and factors that may affect our business, prospects and results of operations. The terms “the Company,” “us,” “we,” and “our” refer to Cardiac Science Corporation and its majority-owned subsidiaries.

Item 1.   Business

Overview

We develop, manufacture, and market a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators (“AEDs”), electrocardiograph devices (“ECG/EKG”), cardiac stress testing treadmills and systems, Holter monitoring systems, hospital defibrillators, cardiac rehabilitation telemetry systems, vital signs monitors and cardiology data management systems (“Informatics”) that connect with hospital information (“HIS”), electronic medical record (“EMR”), and other information systems. We sell a variety of related products and consumables, and provide a portfolio of training, maintenance, and support services. We are the successor to the cardiac businesses that established the trusted Burdick^®, Quinton^® and Powerheart^® brands and are headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, we have operations in North America, Europe, and Asia.

We were incorporated in Delaware on February 24, 2005 as CSQ Holding Company to effect the business combination of Quinton Cardiology Systems, Inc. (“Quinton”) and Cardiac Science, Inc. (“CSI”) pursuant to a merger transaction. The merger was consummated on September 1, 2005 at which time the Company’s name was changed to Cardiac Science Corporation.

Industry Background

The American Heart Association (“AHA”) reports that there are more than 64 million patients in the U.S. with active or developing heart disease. Cardiovascular disease (“CVD”) is the leading cause of death in the U.S. and statistics published by the AHA show that one out of every three Americans has some form of CVD. In 2009, the AHA estimated that as many as 295,000 people in the United States alone die each year from sudden cardiac arrest (“SCA”). The AHA also estimates the direct cost of treating CVD in the U.S. at more than $400 billion annually. With risk factors such as obesity and sedentary lifestyle on the rise, the prevalence of CVD is expected to increase as well.

Our Markets

We are a global leader in advanced cardiac diagnosis, resuscitation, rehabilitation, and informatics products. We characterize the systems used by healthcare providers to diagnose, monitor, and manage heart disease as the “cardiac monitoring” market. We characterize the devices used to automatically or manually resuscitate victims of cardiac arrest as the “defibrillation” market.

Based on industry reports and management estimates, we believe that sales in the markets in which we compete will approach or exceed $3 billion during the next several years. We believe the worldwide market for

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cardiac monitoring systems is at least $1 billion and is growing at 2-3% annually, with portions of that market, cardiology management systems and certain international markets, growing at more than 5% annually. We believe the worldwide market for AEDs currently exceeds $350 million and will more than double over the next five years. We believe the worldwide market for manual (or traditional) external defibrillators is currently more than $700 million and is growing at approximately 5% annually.

Cardiac Monitoring Market

What is Cardiac Monitoring?

Cardiac monitoring systems are crucial to cardiovascular care. Clinicians use cardiac monitoring systems to assess the presence and severity of cardiac disease and to evaluate the efficacy of treatments such as drugs, interventions, operations, and device implants. Effective delivery of cardiovascular care requires that the entire process of recording, storing, analyzing, retrieving, and distributing cardiology data be as rapid and cost effective as possible.

How is Cardiac Monitoring Performed?

The core of cardiac monitoring is the electrocardiogram, or ECG waveform, a representation of the electrical activity of the heart. Clinicians use ECG waveform recordings and analyses to assess the presence and severity of cardiac disease and to monitor the efficacy of treatments such as drugs, interventions, operations, and device implants.

What are the Challenges Related to Cardiac Monitoring?

Despite the technological and clinical advances in cardiology, healthcare providers face significant challenges in delivering consistent and high quality cardiovascular care. Healthcare reform and declining reimbursement rates continue to place increasing pressure on providers to treat more patients faster. In addition, the need to control costs, increase efficiencies, and manage data introduces new factors into the decision making process for technology utilization.

These healthcare changes prompt a number of emerging critical needs and create opportunities for Cardiac Science. These include creating systems and services tailored to the clinician workflow, developing products that are intuitive and easy to use, using proven communication standards for connectivity, improving the management of healthcare delivery resources, and utilizing emerging technologies from multiple vendors — all within a security structure that meets Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) requirements.

Defibrillation Market

What is Defibrillation?

Defibrillation is the delivery of electrical current to the heart to restore a normal heartbeat. Defibrillation systems enable the detection and identification of life-threatening arrhythmias which can lead to death from SCA and, when appropriate, deliver a shock to restore the normal heartbeat. Sophisticated algorithms within defibrillators filter noise and artifact from a patient’s electrocardiogram signal to enable correct identification of heart rhythms that are life-threatening (i.e. shockable), or non-life-threatening (i.e. not shockable).

How is Defibrillation Performed?

A normal electrocardiogram consists of wave forms that are referred to as P-QRS-T waves. The QRS wave complexes correspond with a person’s heart rate. In the case of the chaotic and disorganized rhythm, which can lead to SCA, these QRS complexes are absent or indistinguishable.

Analysis performed by a defibrillator determines the type of arrhythmia, whether a shock is required, and the appropriate type of shock (either synchronous or asynchronous). A shock will be indicated if the heart rhythm is considered shockable, and the condition persists. During the delivery of any defibrillation shock, the cell

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membranes of the heart are charged until the cells depolarize. This allows normal electrical pathways to reestablish control and produce a coordinated rhythm.

What Are the Challenges Related to Defibrillation?

Technical challenges abound in delivering current to the heart with external defibrillation. Impedance is one. Tissue such as skin, fat, muscle, and bone, surround the heart and impede the energy flow from a defibrillator. Impedance varies from person to person, so adjustments must be made to accommodate each person’s impedance. Another technical challenge is overcoming the victim’s defibrillation threshold, the minimum current required to defibrillate the victim’s heart and establish a normal rhythm. Finally, to provide effective defibrillation, the cell membranes of the heart must be fully depolarized to minimize the likelihood of re-fibrillation and provide an optimal environment to defibrillate the heart. If any residual charge remains on the cells (i.e., they do not fully depolarize), re-fibrillation may occur.

Death from SCA occurs without warning or immediately after the onset of symptoms. The AHA estimates that 50% of SCA victims have no prior indication of heart disease, so the first symptom is the SCA event. For those with a known history of cardiac disease, the chance of sudden cardiac death is four to six times greater than that of the general population.

Surviving SCA is linked directly to the amount of time between the onset of SCA and defibrillation shock. Following SCA, the AHA estimates that every minute without a defibrillation shock decreases chance of survival by approximately 10%. Approximately two thirds of the estimated annual deaths from SCA occur outside a hospital in the United States. Almost 60% of these incidents are witnessed, yet 95% of these victims do not survive, according to the AHA.

In hospital and pre-hospital (e.g. ambulance) settings, trained professionals typically deploy manual or semi-automatic defibrillators to treat SCA victims. These standard defibrillators require operation or supervision by highly skilled medical personnel to analyze and interpret the patient’s electrocardiogram and to manually deliver a shock using handheld paddles.

Over the past several years, more people have become aware that AEDs can be used safely by lay people. Communities that strategically place AEDs in public buildings, arenas, airports, and emergency vehicles reduce response times and, therefore, improve survival rates for SCA. According to the AHA, communities with public access defibrillation (“PAD”) programs report community survival rates approaching 50%. In highly trafficked or monitored venues such as casinos and corporate workplaces, survival rates have ranged even higher since the time for the first defibrillation shock can be accelerated in these venues.

Numerous AED-related laws and regulations at the federal and state level and in some countries outside the United States have facilitated significant growth in both new and existing markets for AEDs. During the last several years, these initiatives have resulted in certain protections from civil liability arising from emergency use of AEDs, funding programs for PAD program implementation and the mandatory deployment of AEDs in some settings. In addition, the AHA has publicly encouraged widespread deployment of AEDs in workplaces, communities, and homes.

Our Products and Services

We address our markets through a broad range of cardiac monitoring and defibrillation products and services. In recent years, we introduced new versions of products or upgraded capabilities in most of our product lines, and we are currently developing additional new versions of products in many of these product lines.

See Note 3 — Segment Reporting, to our Consolidated Financial Statements included elsewhere in this report for a list of product lines contributing revenues of 10% or more in each of the last three fiscal years.

Cardiac Monitoring Products

Our cardiac monitoring products deliver reliable, cost-effective solutions and improve workflow for healthcare providers worldwide in multiple settings. Our cardiac monitoring products are easy to use, with simple, intuitive

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user interfaces. Many of our cardiac monitoring products are built on a Microsoft Windows-based software architecture designed to integrate critical data capture, provide enterprise level access to data, and scale to meet the requirements of a variety of cardiovascular care environments.

Our principal cardiac monitoring products include:

Resting ECG systems

We offer a variety of ECG systems that allow physicians to record and analyze patient ECG waveforms at rest to assess the presence of cardiac disease. These products are designed to improve workflow and are offered at various price points and configurations, and cover the spectrum of market needs, ranging from low-cost units targeting physicians’ offices to fully featured units that are designed for the most rigorous clinical and hospital settings.

Cardiac stress testing systems

Our stress testing systems allow cardiologists and other healthcare providers to monitor and analyze the performance of the heart under stress. Our stress systems record a patient’s heart rate, heart rhythm, blood pressure, and other vital signs during induced stress. Our treadmills, specifically designed for cardiac monitoring procedures, provide precise and replicable levels of exertion. Our systems provide real time analysis, charting, and reporting, all of which enable cardiologists and other healthcare providers to diagnose patients’ heart disease more accurately and efficiently.

Holter monitoring systems

Our Holter products and systems record and assess the performance of a patient’s heart during various activities over extended periods of time. The Holter recorder, an ambulatory monitor typically worn for 24 hours or more, records the patient’s heart rate, heart rhythm, and ECG waveform data. Our Holter offering includes systems with multiple diagnostic capabilities.

Cardiac rehabilitation telemetry systems

Our telemetry devices and database products monitor the patient’s heart rate, heart rhythm, and ECG waveform data during rehabilitation exercises. These rehabilitation devices and database products, used with our treadmills, provide real-time clinical data and trend analysis to enable cardiologists and other healthcare providers to track and assess improvements in cardiovascular function.

Vital signs monitors

In October 2009, we introduced a line of vital signs and spot check monitors under the Cardiac Science brand based on proven technology from Omron Healthcare, Inc. The devices monitor noninvasive blood pressure, pulse rate, temperature, and oxygen saturation (SpO₂).

Cardiology data management systems (informatics)

We provide cardiology data management systems that automate the processing, storage, retrieval, and editing of electrocardiograms and other patient data. Our open architecture strategy provides customers with the flexibility to integrate with an increasing number of devices and data management systems while retaining their current equipment.

Related products and supplies

Cardiac monitoring products often require lead wires and electrodes to be attached to the patient to retrieve and process patient ECGs, as well as thermal chart paper to generate reports. We sell these items, including our Quik-Prep electrodes, and provide an array of complementary products, such as temperature and blood pressure monitors, spirometers and pulse oximeters.

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Services

We provide a comprehensive portfolio of training, maintenance, and other services to medical and non-medical customers. Our services organization provides installation, repair, maintenance, and technical services, as well as hardware and software upgrades to our installed base of products. We provide call-center access 24 hours per day, seven days per week, depot repair, and on-site maintenance and repair through our extensive field service organization.

Advantages of our cardiac monitoring products:

We believe our cardiac monitoring products provide our customers with solutions for overcoming many of the challenges they face, including the following key benefits:

Ease of use.  Our user interfaces, designed with significant input from clinicians and technologists, are intuitive and easy to use. Many of our products automate the data collection functions, use standard computer components, and require minimal configuration. We generally design our interfaces to conform to the particular clinical procedure rather than adapting the procedure to the device, and users can customize the interface to meet their unique requirements. We believe this functionality enhances clinical success by allowing the user to concentrate on the patient and procedure. In addition, we believe the ease of use features of our products enable our customers to use our systems with significantly lower training requirements and higher productivity than competing products that do not offer customizable user interfaces.

Effective data capture.  Many of our products automate and assist in the collection, interpretation, and retrieval of data and can effectively display, for side-by-side comparison, the results of tests performed over an extended period. These products improve clinical productivity and throughput, which is the number of reimbursable procedures completed per hour of system use. For our customers, greater throughput translates into greater return on investment from our products.

Improved diagnostic speed and accuracy.  As a result of easy to use controls, effective data capture, and computer assisted diagnosis, we believe our products allow for improved diagnostic accuracy. The availability of historical results for comparison allows for a greater understanding of changes in a patient’s physical condition. In addition, we believe that by enabling the review and assessment of test results remotely, our systems can greatly speed the time of diagnosis.

Wireless and network compatibility.  Arguably the next most important feature after accuracy and dependability, most of our monitoring products support a clinical network environment. This enables cardiologists to assimilate, collate, and interpret data and disseminate results to facilitate diagnosis, patient monitoring and patient management. These products collect data that may be stored in a local or network server database. Most of our monitoring products also connect to larger enterprise networks that allow data to be shared with other users, both within the facility and remotely via secure networks.

To facilitate these connections, we rely primarily on commonly used formats and protocols. These formats, such as portable document format (“PDF”) and extensible markup language (“XML”) enable the storage and dissemination of clinical information.

Flexible open technology for integration with EMR, HIS, and other information systems.  Our Microsoft Windows-based technology adheres to established standards for image, waveform, data and report generation, and dissemination, enabling healthcare providers to share data across a private network or via the Internet. This Windows-based technology platform was designed to support data integration activities with other third-party clinical systems. We believe this technology will permit our customers to easily integrate our products and systems with their existing infrastructure, and scale to meet the needs of larger healthcare organizations.

Defibrillation Products

We design our defibrillation products using advanced technology in order to deliver superior performance, reliability, flexibility, and ease of use. All of our defibrillation products incorporate our proprietary RHYTHMx technology. This platform technology is designed to detect ventricular fibrillation and other life-threatening

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arrhythmias. Our Self-Tracking Active Response (“STAR^®”) biphasic technology is designed to optimize the delivery of a potentially life-saving electric shock to victims of SCA.

We have integrated our core technology, along with other proprietary technology, into our AEDs and hospital defibrillation product lines. We also market our proprietary disposable defibrillator electrode pads and a variety of accessories, including long-life batteries, carrying cases, wall cabinets, and other related items. In addition, we also license certain components of our core technology to third-parties for integration into other products. Our AEDs comply with the latest CPR and defibrillation protocols established by the AHA and related organizations in 2005.

Our principal defibrillation products include:

Public Access AEDs

AEDs designed for public access are deployed in numerous settings, including educational institutions, federal, state and local municipal agencies, fire and police departments, ambulances, railroads, airports, airlines, military bases, hospitals, nursing homes, health clubs, physician and dental offices, and leading corporations. Our AEDs have also been chosen by many local governments and municipalities for use in community based PAD programs in cities such as London, England, San Diego, California, Miami, Florida, Minneapolis, Minnesota, St. Louis, Missouri, and throughout the entire state of Nevada.

Public access AEDs are available in both automatic and semi-automatic models with varying levels of cardiopulmonary resuscitation (“CPR”) voice prompts. Our advanced voice prompts include detailed rescue code voice prompts and metronome guidance for CPR compressions which are designed to direct a minimally trained user through CPR and AED use to potentially save a life.

Professional AEDs

Our professional AEDs are technologically advanced and are designed for use by sophisticated users of lifesaving equipment, such as hospital personnel, medical professionals, and emergency medical technicians. These products display the victim’s heart rhythm on a built-in high resolution color ECG display and give professional users the option of delivering defibrillation shocks either semi-automatically or manually during the emergency treatment of a victim of sudden cardiac arrest. These products also include continuous cardiac monitoring capability via an ECG patient cable, multiple rescue data storage, clear and comprehensive voice prompts, infrared data transfer, and optional rechargeable batteries.

Traditional Defibrillators

Traditional defibrillators are typically positioned in the hospital at locations such as critical care and cardiac care units, emergency and operating rooms, electrophysiology labs, medical transport environments and alternate care facilities.

Our Powerheart ECD, a traditional hospital “crash cart” defibrillator. The product is designed for use in hospital settings by skilled medical personnel and incorporates our proprietary technology. The Powerheart ECD, which received 510(k) clearance in early 2006, is sold exclusively through GE Healthcare, a division of General Electric (“GE”). GE markets this product in North America and in the rest of the world as the GE Responder 2000.

Defibrillation Supplies and Accessories

We provide an extensive line of supplies and accessories to support our customers’ defibrillation programs. These include replacement electrodes and batteries, training devices, wall cabinets, carrying cases, and more.

Services

We provide a full range of AED training, maintenance, and support services. Our services include training in the use of AEDs and related training in CPR. We deliver these AED/CPR training services in the field through a U.S. field staff of over 120 part-time employees. We also provide medical direction and information management necessary for AED users to be in compliance with various state laws and regulations.

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Advantages of our defibrillation products:

We believe that our defibrillation products offer the following competitive advantages:

Dependability.  Our patented Rescue Ready^® technology distinguishes us among competitors. Every day, to ensure anytime functionality, the Powerheart AED self checks all main components (battery, hardware, software, and electrode pads). Every week, the AED completes a partial charge of the high-voltage electronics. And every month, the AED charges the high-voltage electronics to full energy. If anything is amiss, the Rescue Ready status indicator on the AED handle changes from green to red and the device emits an audible alert for the owner to service the unit. This is important because a Powerheart AED may not be used for months or even years.

Arrhythmia Detection.  Our patented RHYTHMx software algorithm technology allows for the accurate detection and discrimination of life-threatening ventricular tachyarrhythmias and can also be used to treat patients with supraventricular arrhythmias. RHYTHMx filters noise and artifact from a patient’s electrocardiogram signal without compromising sensitivity or specificity. RHYTHMx technology has been clinically validated by leading researchers in numerous clinical studies and received clearance from the U.S. Food and Drug Administration (“FDA”) in 1998. In these studies, RHYTHMx demonstrated 100% sensitivity (correct identification of shockable rhythms) and 99.4% specificity (the ability to identify and not shock non-lethal rhythms).

Variable Escalating Biphasic Defibrillation Energy.  Our patented STAR biphasic waveform technology instantly determines a patient’s impedance, defibrillation threshold, and cellular response characteristics in order to optimize and adjust the magnitude of the defibrillation shock based on a patient’s unique size and weight. STAR biphasic also facilitates the escalation of energy if subsequent shocks are necessary. We believe this feature reduces the total number of shocks required to convert patients to a normal rhythm. In addition to the use of STAR biphasic waveform technology in our defibrillator devices, we also license this technology to selected partners.

Ease of Use.  Time is critical during cardiac defibrillation. Our defibrillators are recognized as having industrial designs and user interfaces that facilitate ease of use. This uncompromising commitment to ease of use allows a wide variety of users in a multitude of medical and public access environments to successfully operate our devices. Our AEDs have one button or no button operation and provide clear, concise voice prompts that provide detailed instructions to guide the user through the rescue process.

Flexibility.  Our various defibrillators allow for fully-automatic, semi-automatic, or manual delivery of defibrillation therapy. Operators can easily customize their device settings to suit their particular requirements. Our most popular AED offers patented, fully-automatic delivery of shocks, which differentiates it from competitive devices.

Rugged design.  Durability and low cost of ownership are key features of our defibrillators. Designed for the most rugged applications our devices can withstand the demands of daily use by hospitals as well as deployments in military settings, fire trucks, police vehicles, and ambulances.

Growth Strategy

Our growth strategy is to:  (1) enhance our cardiac monitoring product portfolio; (2) broaden our AED portfolio to include products at multiple price points; (3) bring new and simplified procedures to primary care physicians; (4) deepen our distribution into international markets; (5) leverage our services capabilities; and (6) pursue strategic mergers or acquisitions.

Enhance our monitoring portfolio

We believe our distribution capabilities into the US acute care (hospitals and cardiology clinics) and, especially, primary care (physician general practice and family health clinics) markets represent a unique strategic asset. We believe that we can successfully reach smaller hospitals, cardiology clinics and approximately 200,000 primary care physicians through our distribution channels and that we can successfully grow our revenue by selling additional cardiology and related monitoring products through these channels.

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Broaden our AED portfolio

We currently sell products that are positioned at the higher end of the pricing spectrum in the public access AED market. We believe we compete effectively in this segment of the market due to superior features of our products compared to those of our competitors. We believe that a significant component of the future growth of the AED market will be at the lower end of the pricing spectrum, as the number of state and local mandates requiring that AEDs be available in certain venues such as schools, assisted living centers and other facilities increases. We believe that buyers who are acting in response to these mandates are driven more by price than by product features. Accordingly, we intend to develop and add lower priced AEDs to complement our existing line in the future and expect that this will lead to additional revenue growth.

Bring new and simplified procedures to primary care physicians

Using currently available technology and under established billing codes, we intend to simplify and otherwise make available to primary care physicians diagnostic procedures that have more traditionally been performed by physician specialists. We believe that we can help physicians improve effectiveness and enhance medical care by performing diagnostic and monitoring procedures earlier, before patients are referred downstream to specialists. We believe that our research and development capabilities, combined with our distribution, make us uniquely well positioned to either develop these procedures ourselves or to be sought out as a partner to others with compelling technologies that can be so developed.

Deepen our distribution into international markets

We believe that we can increase sales of both cardiac monitoring and defibrillation products outside of the United States by continuing to develop and improve our international distribution network through increased direct presence and oversight in countries in Western Europe, Asia and Latin America.

Leverage our services capabilities

We believe our focused repair, call center, and field service capabilities distinguish us from our competitors in cardiac monitoring. In addition, we believe our extensive capabilities to provide training, medical direction and information management relating to the deployment and maintenance of AEDs allows us to provide a unique, single source, turnkey solution to our customers. These capabilities offer the potential for additional revenue growth as part of new product selling efforts, as well as independently with existing customers, through billable training, maintenance and other activities.

Pursue strategic mergers and acquisitions

Our growth strategy contemplates mergers and other acquisitions of businesses, product lines, assets, or technologies that are complementary to our business or offer us other strategic benefits, such as enhanced clinical or technological value, expanded geographical reach, and additional sales or research and development capabilities. We plan to expand our product lines, leverage the capabilities of our existing sales force and increase sales of our existing and new product lines by selectively acquiring those companies, or assets of companies, with strong differentiated technologies or complementary product lines. In addition to acquisitions of distinct product lines or smaller companies, we may pursue growth through merger with companies of more significant size. We believe the fragmentation of many areas of the cardiology industry offers an excellent opportunity for growth through selective acquisitions. We also believe our product brands and distribution capabilities, as well as the acquisition integration experience of our management team; put us in a position to take advantage of these opportunities.

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Business Advantages

We believe our business has several advantages, including:

Cardiology focus

We concentrate principally on noninvasive cardiac care and thoroughly know our categories. We believe this focus elevates our product and service offerings and differentiates us in the medical devices field. Our management and research and development teams have significant experience in cardiology products, which enables rapid innovation and commercialization of products and services. Similarly, our sales and service organizations also possess substantial domain knowledge.

Leading brands and market positions

The Burdick, Quinton and Powerheart brands are highly respected names in the field of cardiology and we believe we have a leading position in several domestic and international market segments in both cardiac monitoring and defibrillation.

In cardiac monitoring, we believe we have the number one market share in US primary care markets for ECG, Holter and cardiac stress testing products. We also believe we have the number one worldwide market share for cardiac rehabilitation monitoring products. We estimate that our installed base of cardiac monitoring devices and systems exceeds 65,000 units worldwide.

In AEDs, we believe we have the number two worldwide market share. We have a substantial presence in U.S. schools, corporate and government workplaces, as well as internationally in the United Kingdom, France, Germany and Japan. We believe our AED installed base exceeds 325,000 units worldwide.

Our installed base presents an excellent target market for future sales of products, systems, software upgrades, and related services and consumables.

Global distribution and service network

We believe that our comprehensive global distribution network focused on cardiology products and services distinguishes us from our competitors.

We believe our U.S. cardiac monitoring distribution is particularly strong, especially in primary care physician offices. We have approximately 129 U.S. based sales and support representatives that possess extensive experience and expertise in advanced cardiology products. We believe that our U.S. monitoring distribution is among the strongest in the markets which we serve.

We believe we have the largest independent sales force selling AEDs into the public access market in North America. Our sales force, consisting of approximately 160 professionals, sells both directly to end customers and through third party distributors that extend our coverage of the market.

Our international distribution blends a direct presence in countries such as China, Denmark, Germany, France and the United Kingdom with an extensive distributor network that reaches nearly 100 countries.

Commitment to innovation

We invest a significant percentage of our revenues on research and development efforts to release new versions of most of our major product categories. We believe many of our products represent the leading technology in many of the principal markets we serve. We have also been recognized for our product innovation by various industry organizations.

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Our Organization

Sales and Marketing

We have structured our sales organization into four primary channels: (1) our U.S. acute care sales force, which sells cardiac monitoring products and services directly to hospitals; (2) our U.S. primary care sales force, which supports a network of independent distributors in selling both cardiac monitoring and defibrillation products to primary care physicians and cardiologists; (3) our North American defibrillation sales force, which consists of an integrated network of direct sales representatives and third party distributors who work together to optimize our sales of AEDs in this market; and (4) our international sales team, which consists of direct presences in countries such as China, Denmark, France, Germany and the United Kingdom, with a network of distributors that provide sales and service relating to all of our products in nearly 100 countries.

Our U.S. acute care sales team principally sells cardiac monitoring products to hospitals. Each sales representative is responsible for a region and a sales quota for that region. Our sales efforts in the acute care market increasingly target system sales opportunities. Our sales efforts have historically promoted stand-alone product sales and were most successful in small and midsize hospitals, and rehabilitation clinics.

Our U.S. primary care sales force principally sells cardiac monitoring and defibrillation products outside of hospitals. Each sales specialists within this channel is responsible for a specific geographic territory and has a sales quota in supporting our independent distributor network in making sales to primary care physicians, cardiology offices, and all other alternate care facilities in that territory. We provide our distributors with discounts and promotional marketing support, based on a variety of factors including the annual volume of orders.

Our North American defibrillation sales force sells our defibrillation products, primarily AEDs and training services to corporate and government workplace markets, as well as through school, military, and first responder (police/fire) markets. Our sales representatives in this channel are responsible for territories that are defined by a combination of geographic and market segment characteristics. Each sales representative, selling directly and working with distributors in their territories, is responsible for a sales quota in that territory.

Internationally, we sell both our cardiac monitoring and defibrillation products primarily through country specific distributors, except in areas where we have direct sales operations or where we have a strategic selling alliance, such as Japan. Our international distribution network is managed by a team of employees and agents living abroad.

In addition to these sales channels, we have distribution arrangements with various partners such as GE, whereby we sell our AEDs and in-hospital defibrillation products in the North American hospital market and in all international markets.

We support all of our sales efforts with a variety of targeted marketing activities, including direct mail, telemarketing, publications, trade shows, training, and other promotional activities.

We do not have significant sales backlog. At both December 31, 2009 and 2008, our total sales backlog represented less than 30 days of anticipated sales volume.

Customer Service and Support

We believe that our comprehensive training and services capabilities differentiate us from our competitors. Our extensive capabilities to provide AED and CPR training, medical direction, and information management relating to the deployment and maintenance of AEDs allows us to provide a unique, single source, turnkey AED solution to our customers. In addition, we believe our focused, dedicated cardiology customer and field service capabilities distinguish us from our competitors in competing for advanced cardiac monitoring product sales.

Our large installed base facilitates the sale of service contracts and post — warranty support and presents a cross-selling opportunity for products that are complementary to our customers’ existing installations. In international markets, our distributors provide support and other services.

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Research and Development

We believe that strong product development capabilities are essential to our strategy of enhancing, developing, and incorporating improved functionality into our products and maintaining the competitiveness of our products in our core markets. We believe our team of experienced engineers is on the leading edge of software and other technologies in our core markets. Our research and development process is dependent on assessment of customer needs, identification, and evaluation of new technologies, and monitoring market acceptance and demand. We have a structured process for undertaking product development projects that involves functional groups at all levels within our company. This process is designed to provide a framework for defining and addressing the steps, tasks, and activities required to bring product concepts and development projects to market.

Our research and development expenses were $15.0 million in 2009, $16.4 million in 2008 and $13.0 million in 2007. This represents approximately 8.1% of our revenues over that three-year period. From 2007 to 2009, our research and development efforts focused on enhancing and expanding the proven capabilities of our existing product lines, introducing new versions of our products and reducing costs relating to our existing products. We use a blend of internal employees, independent contractors and outsourced partners to optimize our spending and the effectiveness of our development efforts.

Technology

Our engineering teams have specific expertise in ECG algorithms, signal processing, artifact filtering, electrical systems, software development, high voltage waveforms, and data management. Software algorithms for analyzing the electrical activity of the heart are the basis for both our cardiac monitoring and our defibrillation product lines. Almost all of our products include hardware components that connect to the patient and digitize ECG waveform signals.

In our cardiac monitoring systems we generally use object-oriented design based on Microsoft technologies to create the software. We develop our systems’ user interfaces for many of our products using Microsoft tools. Many of our systems have been designed for network operation and many of our software modules have also been developed as objects that can be reused in our other products as needed. In addition, we have designed many of our cardiac monitoring systems to meet emerging industry standards, from reports rendered in PDF or XML format, to the use of Health Level 7 (“HL7”) and Serial Communication Protocol format for communications and ECG waveform data.

All of our defibrillation products incorporate our proprietary RHYTHMx technology. This platform technology is designed to detect and discriminate life-threatening arrhythmias. Our STAR biphasic technology is designed to optimize the delivery of a potentially life-saving electric shock to victims of SCA. We integrated our core technology, along with other proprietary technology, into our AED and hospital defibrillation product lines. We license certain components of our core technology to third-parties for integration into other products.

Manufacturing and Supply

Our manufacturing process consists primarily of assembly and testing of AEDs, electrocardiograph devices, stress test systems, Holter monitoring systems, cardiac rehabilitation telemetry systems, medical treadmills, electrodes, and various other products. During 2009, we performed these manufacturing activities at our Deerfield, Wisconsin facility and, to a lesser extent, at the facilities of our majority-owned joint venture operation in Shanghai, China.

We also rely upon other third-party suppliers to provide us with various materials used in the production and assembly of our devices and systems. We have long-standing supply relationships for essentially all of our outsourced product components. We purchase a portion of our products from third parties on an original equipment manufacturer (“OEM”) basis.

We maintain a comprehensive quality assurance and quality control program that includes documentation of all material specifications, operating procedures, equipment maintenance, and quality control methods. Our quality systems are based on and are in compliance with the requirements of the Quality Management Standards for

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Medical Devices and Related Services (ISO 13485:2003) and the applicable U.S. laws and regulations governing medical device manufacturers.

Our Competition

The following chart indicates who we believe are the most significant competitors for each of our major product lines:

Product	Competitors
AEDs	Philips, Medtronic, Zoll Medical, Schiller, Welch Allyn
Resting ECG systems	General Electric, Philips, Midmark, Welch Allyn, Schiller
Cardiac stress testing systems	General Electric, Philips, Midmark, Welch Allyn, Schiller
Holter monitoring systems	SpaceLabs, General Electric, Philips, Midmark, Schiller
Cardiac rehabilitation telemetry systems	Life Sensing Instruments, Scott Care
Cardiology data management systems	General Electric, Philips
Traditional (non-AED) defibrillators	Zoll, Medtronic, Philips

We believe that, depending on the products and situation, our customers consider some or all of the following factors in determining which products to purchase:

•  quality, accuracy, and reliability;

•  reputation of the provider;

•  relative ease of use;

•  depth and breadth of features;

•  quality of customer support;

•  capability to assist in deployment and training;

•  frequency of updates;

•  flexibility to integrate products with other devices and systems from multiple vendors;

•  availability of third-party reimbursement;

•  conformity to standards of care; and

•  price.

We believe our products compete favorably on these factors. We believe that our Rescue Ready, RHYTHMx, and STAR biphasic technologies set our AEDs apart from the competition. We believe our investment in connected data informatics and corresponding new EMR system alliances will also benefit us. We believe our service capabilities, comprehensive program management services, warranties, service plans, and technical support distinguish us and provide us with a competitive advantage over some of our competitors. However, products and services offered by some of our competitors offer features that may compete favorably on these factors as well. Our markets are highly competitive and competition may intensify. Some competitors enjoy advantages, including greater resources that can be devoted to the development, promotion, and sale of their products; more established sales channels; deeper product development experience; and/or greater name recognition.

Third-Party Reimbursement

In the U.S., as well as in foreign countries, government-funded or private insurance programs, commonly known as third-party payers, pay a significant portion of the cost of a patient’s medical expenses. A uniform policy of reimbursement does not exist among all these payers. We believe that reimbursement is an important factor in the success of many medical devices.

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All U.S. and foreign third-party reimbursement programs, whether government funded or commercially insured, are developing increasingly sophisticated methods of controlling healthcare costs through prospective reimbursement and capitation programs, group purchasing, redesign of benefits, second opinions required prior to major surgery, careful review of bills, encouraging healthier lifestyles, and exploring more cost-effective methods of delivering healthcare. These types of programs can potentially limit the amount which healthcare providers may be willing to pay for medical devices.

Government Regulation of Medical Devices

Our products are medical devices subject to extensive regulation by the FDA, as well as other global regulatory agencies. FDA regulations govern, among other things, the following activities we perform and will continue to perform in connection with medical devices:

•  product design and development;

•  product testing;

•  product manufacturing;

•  product labeling and packaging;

•  product handling, storage, and installation;

•  pre-market clearance or approval;

•  advertising and promotion;

•  product sales, distribution, and servicing; and

•  post-market surveillance.

FDA’s Pre-market Clearance and Approval Requirements.  Each medical device we seek to commercially distribute in the U.S. must first receive 510(k) clearance or pre-market approval from the FDA, unless specifically exempted by the agency. The FDA classifies all medical devices into one of three classes. Devices deemed to pose lower risk are categorized as either Class I or II, which requires the manufacturer to submit to the FDA a 510(k) pre-market notification requesting clearance of the device for commercial distribution in the U.S. Some low risk devices are exempted from this requirement. Devices deemed by the FDA to pose the greatest risk, such as life sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously 510(k) cleared device are categorized as Class III, requiring pre-market approval. In rare cases, as with our AEDs, the devices are categorized as Class III and still cleared under the 510(k) pre-market notification process. Class III devices which can be marketed with a pre-market notification 510(k) are those that are post-amendment (i.e., introduced to the U.S. market after May 28, 1976), Class III devices which are substantially equivalent to pre-amendment (i.e., introduced to the U.S. market before May 28, 1976) Class III devices and for which the regulation calling for the pre-market approval application has not been published in 21 CFR.

510(k) Clearance Process.  The 510(k) clearance process is the process applicable to our current products. To obtain 510(k) clearance, we must submit a pre-market notification to the FDA demonstrating the proposed device to be substantially equivalent to a previously cleared 510(k) device, a device that was in commercial distribution before May 28, 1976 for which the FDA has not yet called for the submission of pre-market approval applications, or is a device that has been reclassified from Class III to either Class II or I. In rare cases, as described in the prior paragraph, Class III devices, including our AEDs, are cleared through the 510(k) process. The FDA’s 510(k) clearance process usually takes at least three months from the date the application is submitted and filed with the FDA, but may take significantly longer.

After a device receives 510(k) clearance, any subsequent modification of the device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, will require a new 510(k) clearance or could require pre-market approval. The FDA requires each manufacturer to make this determination initially, but the FDA can review any such decision and can disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA may require the manufacturer

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to cease marketing and/or recall the modified device until 510(k) clearance or pre-market approval is obtained. We have modified aspects of some of our devices since receiving regulatory clearance. Some of those modifications we believe are not significant, and therefore, new 510(k) clearances or pre-market approvals are not required. Other modifications we believe are significant and we have obtained new 510(k) clearances from the FDA for these modifications. In the future, we may make additional modifications to our products after they have received FDA clearance or approval, and in appropriate circumstances, determine if new clearance or approval is unnecessary. However, the FDA may disagree with our determination and if the FDA requires us to seek 510(k) clearance or pre-market approval for any modifications to a previously cleared product, we may be required to cease marketing or recall the modified device until we obtain the required clearance or approval. Under these circumstances, we may also be subject to significant regulatory fines or other penalties.

Pre-market Approval Process.  A pre-market approval application must be submitted if the medical device is in Class III (although the FDA has the discretion to continue to allow certain pre-amendment Class III devices to use the 510(k) process) or cannot be cleared through the 510(k) process. A pre-market approval application must be supported by, among other things, extensive technical, preclinical, clinical trials, manufacturing and labeling data to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device.

After a pre-market approval application is submitted and filed, the FDA begins an in-depth review of the submitted information, which typically takes between one and three years, but may take significantly longer. During this review period, the FDA may request additional information or clarification of information already provided. Also during the review period, an advisory panel of experts from outside the FDA will usually be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device. In addition, the FDA will conduct a pre-approval inspection of the manufacturing facility to ensure compliance with Quality System regulations. New pre-market approval applications or pre-market approval application supplements are required for significant modifications to the manufacturing process, labeling of the product and design of a device that is approved through the pre-market approval process. Pre-market approval supplements often require submission of the same type of information as a pre-market approval application, except that the supplement is limited to information needed to support any changes from the device covered by the original pre-market approval application, and may not require as extensive clinical data or the convening of an advisory panel.

As described previously, certain of our devices have been classified as Class III pre-amendment devices. These devices include our AED product line. Although we currently have 510(k) clearance for these devices, the FDA has the discretion at any time to request pre-market approval applications from us and all manufacturers of similar devices. If the FDA calls for pre-market approval applications, we will be required to submit and obtain approvals for such devices within a specified period of time. If we fail to do so, we will not be allowed to continue marketing these products.

Clinical or Market Trials.  A clinical or market trial is typically required to support a pre-market approval application and is sometimes required for a 510(k) pre-market notification. Clinical and market trials generally require submission of an application for an Investigational Device Exemption (“IDE”) to the FDA. The IDE application must be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the investigational protocol is scientifically sound. The IDE application must be approved in advance by the FDA for a specified number of patients, unless the product is deemed a non-significant risk device and eligible for more abbreviated investigational device exemption requirements. Clinical and market trials for a significant risk device may begin once the investigational device exemption application is approved by the FDA as well as the appropriate institutional review boards at the clinical or market trial sites, and the informed consent of the patients participating in the clinical trial is obtained.

Pervasive and Continuing FDA Regulation.  After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following:

•  Quality System regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

•  Establishment Registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the U.S., to register with the FDA;

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•  Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA;

•  Labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and

•  Post-market surveillance including Medical Device Reporting (MDR), which requires manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury, or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

Failure to comply with applicable regulatory requirements may result in enforcement action by the FDA, which may include one or more of the following sanctions:

•  fines, injunctions, and civil penalties;

•  mandatory recall or seizure of our products;

•  administrative detention or banning of our products;

•  operating restrictions, partial suspension or total shutdown of production;

•  refusing our request for 510(k) clearance or pre-market approval of new product versions;

•  revocation of 510(k) clearance or pre-market approvals previously granted; and

•  criminal penalties.

In late June 2009, we voluntarily ceased shipments of certain of our AED products due to two instances we became aware of involving the failure of our AEDs to deliver therapy, apparently as a consequence of a malfunction of one of the components used in the manufacture of the affected AED. On August 10, 2009, we resumed production and shipments of the affected AED products after implementing a more stringent process to test for defects in the component at issue. As a result of a thorough review and analysis performed during the third quarter of 2009, we determined that the component at issue has the potential to fail and that routine self-tests performed by the AED may not detect a malfunctioning component. We also determined that approximately 300,000 AEDs shipped between June 2003 and June 2009 are potentially impacted by the component issue. Although we determined that the probability that an AED would fail to deliver therapy as a result of a malfunction of the component issue was low, we decided to implement a field corrective action to enhance the reliability of the affected AED units in the field. We publicly announced our proposed corrective action to address this component issue in November 2009.

In February 2010, we received a warning letter from the FDA noting, among other things, that the proposed field corrective action is inadequate since it is intended to improve the products’ ability to detect the potential component problem, but is not designed to prevent component failure. The FDA letter also asserts other inadequacies, including our procedures relating to the evaluation, investigation and follow up of complaints, procedures to verify the effectiveness of corrective and preventative actions and procedures relating to certain design requirements. We are in ongoing discussions with the FDA regarding these issues. If we are unable to correct the inadequacies asserted in the FDA’s letter or otherwise satisfy the FDA’s concerns, we may be subject to regulatory action by the FDA, including seizure, injunction and/or civil monetary penalties. Any such actions could significantly disrupt our ongoing business and operations and have a material adverse impact on our financial position and results of operations. See Note 2 — Corrective Action Liabilities to the Consolidated Financial Statements in Item 8 of this report for further discussion on this matter.

International Regulation.  Sales of medical devices outside the United States are subject to foreign government regulations, which vary substantially from country to country. The time required to obtain approval by a foreign country may be longer or shorter than that required for FDA approval, and the requirements may differ significantly.

European Union.  The European Union has adopted legislation, in the form of directives to be implemented in each member state, concerning the regulation of medical devices within the European Union. The directives include, among others, the Medical Device Directive that establishes standards for regulating the design, manufacture, clinical trials, labeling, and vigilance reporting for medical devices. Under the European Union Medical

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Device Directive, medical devices are classified into four Classes, I, IIa, IIb, and III, with Class I being the lowest risk and Class III being the highest risk. Under the Medical Device Directive, a competent authority is nominated by the government of each member state to monitor and ensure compliance with the Directive. The competent authority of each member state then designates a notified body to oversee the conformity assessment procedures set forth in the Directive, whereby manufacturers demonstrate that their devices comply with the requirements of the Directive and are entitled to bear the CE mark. CE is an abbreviation for Conformité Européene (or European Conformity) and the CE mark, when placed on a product, indicates compliance with the requirements of the applicable directive. Medical devices properly bearing the CE mark may be commercially distributed throughout the European Union. We have received CE certification from the British Standards Institute for conformity with the European Union Medical Device Directive allowing us to place the CE mark on our product lines. This quality system has been developed by the International Organization for Standardization to ensure companies are aware of the standards of quality to which their products will be held worldwide. Additional pre-market approvals in individual European Union countries are sometimes required prior to marketing of a product. Failure to maintain the CE mark would preclude us from selling our products in the European Union, as could failure to comply with the specific requirements of member states.

Canada.  Under the Canadian Medical Devices Regulations, all medical devices are classified into four classes, Class I being the lowest risk class and Class IV being the highest risk. Class I devices include among others, devices that make only non-invasive contact with the patient. Classes II, III and IV include devices of increasingly higher risk as determined by such factors as degree of invasiveness and the potential consequences to the patient if the device fails or malfunctions. Our current products sold in Canada generally fall into Classes II and III. All Class II, III and IV medical devices must have a valid Medical Device License issued by the Therapeutic Products Directorate of Health Canada before they may be sold in Canada (Class I devices do not require such a license). We have obtained applicable Medical Device Licenses for many of our products. Failure to maintain required Medical Device Licenses in Canada or to meet other requirements of the Canadian Medical Devices Regulations (such as quality system standards and labeling requirements) for our products will preclude us from selling our products in Canada. We may not be successful in continuing to meet the medical device licensing requirements necessary for distribution of our products in Canada.

Other Countries.  Many other countries have specific requirements for classification, registration, and post-marketing surveillance that are independent of the countries already listed. We obtain what we believe is the appropriate clearances and conduct business in accordance with the applicable laws of each country. This landscape is constantly changing, and, we could be found in violation if we interpret the laws incorrectly or fail to keep pace with changes. In the event of either of these occurrences, we could be instructed to recall products, cease distribution, and/or be subject to civil or criminal penalties.

Intellectual Property

We believe that our intellectual property assets, including trademarks, patents, trade secrets and proprietary technology, are extremely valuable and constitute a cornerstone of our business. As of December 31, 2009, we held 142 U.S. and foreign patents, which expire at various times between 2010 and 2026. We also have 37 patent applications pending before U.S. and foreign governmental bodies. We believe our patents and proprietary technology provide us with a competitive advantage over our competitors. We intend to continue to aggressively defend our inventions and also look for opportunities to license our technology to generate royalty income.

Our wide range of patents and patent applications cover much of the technology found in our defibrillation products, including our Rescue Ready technology, which features one button operation, pre-connected disposable therapy electrode pads, and self-test capabilities. Other patents relating to our defibrillation products include our proprietary RHYTHMx arrhythmia detection software technology, our STAR biphasic defibrillation waveform technology, and our disposable therapy electrode pads. Our patents protect many features of our cardiac monitoring products, including filters for ECG signals, monitoring electrodes and methods of interfacing the monitoring electrodes to a patient, and devices and methods for obtaining, analyzing, and presenting certain physiological data. We also have perpetual rights to certain patented technology relating to our medical treadmills. In addition, we have registered or applied to register certain trademarks with domestic and certain foreign trademark authorities.

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Our business also depends, in part, on licenses to use third parties’ software in our product offerings. We believe the agreements we have in place with third parties generally provides for such software at fair market value and that, if any such agreements expire or terminate, we would be able to obtain alternative software at comparable prices.

Customers

In the U.S. and abroad, we sell many of our products through distributors and other third party organizations. One of these distributors is located in Japan, Nihon Kohden Corporation (“Nihon Kohden”), and accounted for approximately 7%, 19% and 11% of the Company’s revenues in 2009, 2008 and 2007, respectively. On June 15, 2009, we notified Nihon Kohden, our distributor of AEDs in Japan, that our OEM Supply and Purchase Agreement dated effective as of January 1, 2008 will terminate June 15, 2010.

Employees

As of December 31, 2009, we had 556 full time employees plus 61 contract employees. This combined total of 617 full time positions includes 71 in research and development, 225 in sales and marketing, 99 in technical and support services, 110 in manufacturing and supplies operations, 26 in regulatory affairs and 86 in finance and administration. These employee totals include 26 employees in our majority owned Cardiac Science Shanghai joint venture. In addition, we had approximately 121 part-time employees, most of whom provide training to our customers on an as-needed basis. None of our employees are represented by a labor union, except in China, where substantially all employees are represented by a labor union. We have not experienced any work stoppages and consider our relations with our employees to be good.

Foreign Operations

Sales to customers located outside the United States were approximately $51.0 million, $81.0 million and $46.5 million for the years ended December 31, 2009, 2008 and 2007, respectively. Additional financial information is provided in Item 8, Note 3 to the Consolidated Financial Statements, “Segment Reporting.” Also, for a discussion of risks associated with our foreign operations see Item 1A Risk Factors — “Our international business is subject to risk that could adversely affect our profitability and operating results.”

Available Information

We maintain an Internet site at http://www.cardiacscience.com. We make available free of charge on or through our Internet site, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We will voluntarily provide electronic or paper copies of our filings free of charge upon request. Our web site and the information contained therein or connected thereto are not incorporated by reference into this report. These reports may also be obtained at the SEC’s public reference room at 100 F Street, NE Washington, DC 20549. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including the Company.

Item 1A.   Risk Factors

We are subject to many laws and governmental regulations and any adverse regulatory action may materially adversely affect our business operations and financial results.

Our medical devices are subject to regulation by numerous government agencies, including the FDA and comparable foreign agencies. To varying degrees, each of these agencies requires us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing and distribution of our medical

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devices. We cannot guarantee that we will be able to obtain marketing clearance from the FDA for our new products, or enhancements or modifications to existing products, and if we do, such approval may:

•  take a significant amount of time;

•  require the expenditure of substantial resources;

•  involve stringent clinical and pre-clinical testing;

•  involve modifications, repairs or replacements of our products; and

•  result in limitations on the proposed uses of our products.

Both before and after a product is commercially released, we have ongoing responsibilities under FDA regulations. If the FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical devices are ineffective or pose an unreasonable health risk, the FDA could ban such medical devices, detain or seize adulterated or misbranded medical devices, order a recall, repair, replacement, or refund of such devices and require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health. The FDA may also impose operating restrictions, enjoin and restrain certain violations of applicable law pertaining to medical devices and assess civil or criminal penalties against our officers, employees, or us. The FDA may also recommend prosecution to the Department of Justice. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively marketing and selling our products.

Foreign governmental regulations have become increasingly stringent, and we may become subject to more rigorous regulation by foreign governmental authorities in the future. Penalties for a company’s noncompliance with foreign governmental regulation could be severe, including revocation or suspension of a company’s business license and criminal sanctions. Any domestic or foreign governmental law or regulation imposed in the future may have a material adverse effect on us.

We face numerous challenges in implementing a field initiative to address the component issue that led to our AED ship-hold in late June 2009 and our business, financial position and results of operations may be negatively impacted by the costs and other commitments needed to carry out the initiative.

In late June 2009, we voluntarily ceased shipments of certain of our AED products due to two instances we became aware of involving the failure of our AEDs to deliver therapy, apparently as a consequence of a malfunction of one of the components used in the manufacture of the affected AED. On August 10, 2009, we resumed production and shipments of the affected AED products after implementing a more stringent process to test for defects in the component at issue. As a result of a thorough review and analysis performed during the third quarter of 2009, we determined that the component at issue has the potential to fail and that routine self-tests performed by the AED may not detect a malfunctioning component. We also determined that approximately 300,000 AEDs shipped between June 2003 and June 2009 are potentially impacted by the component issue. Although we determined that the probability that an AED would fail to deliver therapy as a result of a malfunction of the component issue was low, we decided to implement a field corrective action to enhance the reliability of the affected AED units in the field. We publicly announced our proposed corrective action to address this component issue in November 2009.

Our proposed voluntary corrective action is subject to numerous risks and uncertainties, including the following:

•  since we have no experience designing and carrying out a field initiative or other corrective action plan of the magnitude under contemplation, we are likely to encounter challenges that could cause a delay in the implementation of the field initiative or negatively impact its effectiveness;

•  the actual costs to implement the proposed field initiative could exceed the $18.5 million estimate taken as a charge in the third quarter of 2009 due to a variety of factors, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes we employ to carry out any field upgrades involved in the initiative, the customer response rate in implementing any field upgrades involved in the process and the level of required follow up with customers, the extent to which we may rely on third parties to carry out the field initiative and associated costs, and the length of time and other

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resources required to complete the field initiative, among others, see Note 2 — Corrective Action Liabilities to the Consolidated Financial Statements in Item 8 of this report for further discussion on this matter;

•  implementation of the proposed field initiative, as well as attendant publicity, may create a negative perception of our AED products in the market, leading to a decline in sales that could materially adversely impact our financial position and results of operations;

•  we will need to devote technical, management, logistics and other resources to the implementation of the proposed field initiative, which could detract from our ability to operate our core business and hinder our ability to carry out initiatives relating to new products or product enhancements;

•  despite implementation of the field initiative, some devices may still fail at a time when they are being used to deliver therapy, which could lead to product liability claims against us that, if successful, could adversely impact our financial position and results of operations or negatively impact the market’s perception of our products;

•  the plan will require the expenditure of significant amounts of cash which, in combination with expected operating losses in 2010, may negatively impact our liquidity or at least constrain our ability to pursue strategic initiatives such as acquisitions, new product development, or other growth initiatives; and

Moreover, in February 2010, we received a warning letter from the FDA noting, among other things, that the proposed field corrective action is inadequate since it is intended to improve the products’ ability to detect the potential component problem, but is not designed to prevent component failure. The FDA letter also asserts other inadequacies, including our procedures relating to the evaluation, investigation and follow up of complaints, procedures to verify the effectiveness of corrective and preventative actions and procedures relating to certain design requirements. We are in ongoing discussions with the FDA regarding these issues. If we are unable to correct the inadequacies asserted in the FDA’s letter or otherwise satisfy the FDA’s concerns, we may be subject to regulatory action by the FDA, including seizure, injunction and/or civil monetary penalties. Any such actions could significantly disrupt our ongoing business and operations and have a material adverse effect on our financial position and operating results.

We face numerous challenges in implementing a recall announced on February 3, 2010, and our business, financial position and results of operations may be negatively impacted by the costs and other commitments needed to carry out the recall and correct the product issue.

On February 3, 2010, we announced a worldwide voluntary recall after determining that approximately 12,200 automated external defibrillators (AEDs) manufactured or serviced between October 19, 2009 and January 15, 2010 may not be able to deliver therapy during a resuscitation attempt, which may lead to serious adverse events or death. These AEDs were manufactured in a way that makes them potentially susceptible to failure under certain conditions. In connection with the corrective action, we intend to replace all affected AEDs at no charge to the customer. We recorded a charge of $2.5 million in the fourth quarter of 2009, reflecting our current estimate of the expected costs relating to this action. Actual costs may vary based on a variety of factors. Cash expenditures relating to replacement of the affected AEDs will occur primarily in the first half of 2010. See Note 2 — Corrective Action Liabilities to the Consolidated Financial Statements in Item 8 of this report for further discussion on this matter.

This recall, and the estimated costs, are subject to numerous risks and uncertainties, including the following:

•  we may encounter challenges that could cause a delay in the implementation of the recall or manufacture of replacement units;

•  the actual costs to implement the recall may exceed the $2.5 million charge taken in the fourth quarter of 2009 due to a variety of factors, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes we employ to carry out the recall, the customer response rate and customer cooperation and the level of required follow up with customers, the extent to which we may rely on third parties to assist and associated costs, and the length of time and other resources required to complete the field initiative, among others;

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•  implementation of the recall, as well as attendant publicity, may create a negative perception of our AED products in the market, leading to a decline in sales that could materially adversely impact our financial position and results of operations;

•  we will need to devote technical, management, logistics and other resources to the implementation of the recall, which could detract from our ability to operate our core business and hinder our ability to carry out initiatives relating to new products or product enhancements;

•  despite implementation of the recall, some devices may still fail at a time when they are being used to deliver therapy, which could lead to product liability claims against us that, if successful, could adversely impact our financial position and results of operations or negatively impact the market’s perception of our products;

•  the recall will require the expenditure of significant amounts of cash which, in combination with expected operating losses in 2010, may negatively impact our liquidity or at least constrain our ability to pursue strategic initiatives such as acquisitions, new product development, or other growth initiatives; and

•  the FDA may require us to implement a more costly corrective action plan or recall, or require us to stop shipments of our AEDs for a period of time, if it does not concur with our proposed corrective action plan, including changes to our manufacturing process, in which case our business could be subject to severe disruption and the cost involved could have a material adverse effect on our liquidity.

Our cash and cash equivalents may not be sufficient to fund future operations and we may not be able to secure additional sources of financing or obtain financing on acceptable terms.

Our cash and cash equivalents as of December 31, 2009, totaled $26.9 million. We expect to incur operating losses in 2010 and to use cash in operations. Additionally, we have recently initiated two voluntary corrective actions relating to our AED products, the costs of which have been estimated at $21.0 million, of which $15.2 million remains as an accrued liability as of December 31, 2009. We expect to spend substantially all of the remained accrued costs associated with these corrective actions during 2010 which will negatively impact our cash position. We believe our existing cash and cash equivalents will be sufficient to fund our anticipated operating losses, meet working capital requirements and fund anticipated capital expenditures needs and other obligations, including the remaining estimated costs of the ongoing corrective actions, through at least December 31, 2010.

However, we cannot be certain our cash and cash equivalents will be sufficient to meet our operating needs in 2010 as we may be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. Accordingly, we may be required to reduce costs, which could adversely impact our forecasts for revenue growth in future periods which in turn could also adversely impact our forecasts for cash and cash equivalents throughout the year. Additionally, we may be forced to borrow or obtain additional sources of financing in order to sustain our operations. Our current line of credit agreement with Silicon Valley Bank will expire in March 2010. There can be no assurance that we will be successful in securing a renewed line of credit with Silicon Valley Bank and, if not, we may be required to seek alternative sources of financing that may be more expensive and have more restrictive covenants and conditions. As such, we may not be able to obtain any additional financing, or may not be able to obtain additional financing on acceptable terms.

We may be required to implement other costly product recalls or corrective actions.

In the event that any of our products prove to be defective or deficient, we can voluntarily recall or otherwise take corrective action, or the FDA could require us to redesign or implement a recall of or take other action regarding, any of our products. Should we be required or choose to implement any additional recalls or corrective actions in future periods, we could incur substantial costs as well as face significant adverse publicity or regulatory consequences, which could harm our business, including our ability to market our products in the future. The financial impact of a recall could have a material adverse effect on our business, financial position and results of operations.

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Quality problems with our processes, goods and services could harm our reputation for producing high quality products and erode our competitive advantage.

Quality is extremely important to us and our customers due to the serious and costly consequences of product failure. Our quality certifications are critical to the marketing success of our goods and services. If we fail to meet these standards our reputation could be damaged, we could lose customers and our revenue could decline. Aside from specific customer standards, our success depends generally on our ability to manufacture to exact tolerances, precision engineered components, subassemblies and finished devices from multiple materials. If our components fail to meet these standards or fail to adapt to evolving standards, our reputation as a manufacturer of high quality components will be harmed, our competitive advantage could be damaged, and we could lose customers and market share. For example, the component issues that led to the field corrective action we announced in November, 2009 and the recall we announced in February, 2010 may lead to reduced demand for our AED products.

Warranty and product liability claims could adversely impact our earnings and reputation.

The manufacturing, marketing and sale of medical devices expose us to the risk of warranty claims, product liability claims or product recalls. We are, from time to time, subject to warranty claims with regard to product performance, which expose us to unexpected repair and replacement costs. In addition, component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information with respect to products we manufacture or sell could result in an unsafe condition or injury to, or death of, a patient. The occurrence of such a problem could result in product liability claims, product recalls or a safety alert relating to one or more of our products. Although we maintain product liability insurance, the coverage may not be adequate or may not be available at affordable rates. Warranty claims, product liability claims or product recalls in the future, regardless of their ultimate outcome, could have a material adverse effect on our business and reputation and on our ability to attract and retain customers for our products.

Our business may be adversely affected by deteriorating economic conditions.

Economic conditions in both the United States and other countries in which we sell our products have deteriorated significantly in recent years and may continue to deteriorate in the foreseeable future. If economic conditions in the markets in which we operate continue to deteriorate, it may result in declining demand for our products and services, longer sales cycles, increased order cancellations and declining pricing due to customers’ reduced capital budgets, difficulties encountered in securing financing needed to purchase our products, or other factors. Moreover, such conditions may result in increased excess or obsolete inventories and difficulties collecting customer receivables. All of these factors could materially adversely affect our future operating results and financial condition.

We rely significantly on our distributors and strategic selling alliances to generate sales of our products; if we do not maintain our relationships with these parties or they fail to successfully distribute our products, our sales and operating results will likely suffer.

In the U.S. and abroad, we sell many of our products through distributors, strategic selling alliances and other third party organizations. Generally, we have little or no control over these sales processes, and in many cases our contracts are short-term or may be terminated on little or no notice. If any of our key distributor agreements or selling alliance agreements are cancelled or if we are unable to renew them as they expire, or if our distributors or selling alliances fail to develop relationships with important target customers, our sales and operating results may suffer materially.

On June 15, 2009, we notified Nihon Kohden Corporation, our distributor of AEDs in Japan, that our OEM Supply and Purchase Agreement dated effective as of January 1, 2008 will terminate effective June 15, 2010. Under our agreement with Nihon Kohden, Nihon Kohden has had the exclusive right in Japan to distribute a Nihon Kohden-branded version of our AED product (model “9231”) designed for the Japanese market, as well as certain related consumables. Because Nihon Kohden has decided to build and market its own AED products, we elected to terminate the agreement in order to explore alternative means of distributing our AED products in Japan. In 2009, the percentage of our net sales from the Japanese market decreased from 19% in 2008 to 7%. If our efforts to

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establish alternative distribution arrangements for our AED products in Japan, our operating results may be adversely affected. Moreover, the introduction of Nihon Kohden’s own AED products may further erode sales of our products in Japan.

We are dependent upon licensed and purchased technology for some of our products, and we may not be able to renew these licenses or purchase agreements in the future.

We license and purchase technology from third parties for features in some of our products. We anticipate that we will need to license and purchase additional technology to remain competitive. We may not be able to renew existing licenses and purchase agreements or to license and purchase other technologies on commercially reasonable terms or at all. If we are unable to renew existing licenses and purchase agreements or to license or purchase new technologies, we may not be able to offer competitive products, which could negatively impact our revenues.

Our international business is subject to risks that could adversely affect our profitability and operating results.

Our international operations, which accounted for 33% of our revenues in 2009, are accompanied by certain financial and other risks. In recent years, we have pursued growth opportunities internationally and intend to continue pursuing such opportunities in the future, which could expose us to greater risks associated with international sales and operations. Our international operations are, and will continue to be, subject to a number of risks and potential costs, including:

•  changes in foreign medical reimbursement programs and policies;

•  changes in foreign regulatory requirements;

•  local product preferences and product requirements;

•  longer-term receivables than are typical in the U.S.;

•  fluctuations in foreign currency exchange rates;

•  less protection of intellectual property in some countries outside of the U.S.;

•  trade protection measures and import and export licensing requirements;

•  work force instability;

•  political and economic instability;

•  inherent control risks associated with operations based outside the U.S.; and

•  complex tax and cash management issues.

Also, like the U.S., economic conditions in the foreign countries in which we operate have deteriorated significantly in recent years and may continue declining for the foreseeable future. For example, in 2009, sales of our products in Japan accounted for 7% of our net sales, down from 19% in 2008. This reduction in sales in Japan can be attributed in part to weak economic conditions in that market. Economic conditions in Japan are expected to remain weak for the foreseeable future. As a result, our sales in this market may decline, perhaps significantly, during 2010 and beyond. We may also experience declining sales in other international markets due to deteriorating economic conditions.

Our business is subject to intense competition, which may reduce the demand for our products.

The cardiac monitoring and defibrillation markets are highly competitive, and we expect competition to intensify in the future. Some of our competitors are larger companies, such as General Electric Company, Medtronic

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Emergency Response Systems, a unit of Medtronic, Inc., and Philips Medical Systems, a unit of Koninklijke Philips Electronics N.V., who may have:

•  greater financial and technical resources;

•  greater variety of products;

•  greater product pricing, discounting and bundling flexibility;

•  patent portfolios that may present an obstacle to our conduct of business;

•  stronger brand recognition and marketing resources; and

•  larger distribution and sales networks.

In addition, the timing of the introduction of competing products into the market could affect the market acceptance and market share of our products. If we are unable to develop competitive products that obtain market acceptance, our revenues and financial results may suffer.

We may be unable to increase sales of our cardiac monitoring products and services, which could cause our stock price to decrease.

The market for cardiac monitoring products and services is generally mature and stable. However, our 2009 revenues from products and services in this market decreased 15.3% from 2008. Our ability to revitalize this line of products and services depends on our restructuring efforts, the development and commercialization of competitive new products and service offerings, and our success in increasing sales and gaining market share from our competitors. Current economic conditions may provide particular challenges to our efforts to revitalize this line. If we are unsuccessful in these efforts, our sales revenues from this line of products and services may decrease, our financial results may suffer, and our stock price may decline.

Our financial results could be impacted by the credit risk of our customers.

We have exposure to the credit risks of some of our customers. Although we have programs in place that are designed to monitor and mitigate the associated risk, there can be no assurance that such programs will be effective in reducing our credit risks adequately. We monitor individual payment capability in granting credit arrangements, seek to limit the total credit to amounts we believe our customers can pay, and maintain reserves we believe are adequate to cover exposure for potential losses. If there is a deterioration of a major customer’s creditworthiness or actual defaults are higher than expected, future resulting losses, if incurred, could harm our business and have a material adverse effect on our operating results. These risks may become more pronounced if economic conditions continue to deteriorate.

Our stock price is volatile, and you may not be able to sell your shares for a profit.

The trading price of our common stock is volatile. Our common stock price could be subject to fluctuations in response to a number of factors, including:

•  actual or anticipated variations in operating results;

•  changes in our business, operations, or prospects;

•  product issues necessitating recalls or other corrective actions and related regulatory actions;

•  changes in financial estimates or recommendations by securities analysts;

•  conditions or trends in medical devices and diagnostic cardiology products markets;

•  announcements by us or our competitors of significant customer wins or losses, gains or losses of distributors, technological innovations, new products or services;

•  announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

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•  additions or departures of key personnel;

•  sales of a large number of shares of our common stock;

•  adverse litigation;

•  unfavorable legislative or regulatory decisions; and

•  general market conditions.

In the past, companies that have experienced volatility in the market price of their stock have been the target of securities class action litigation. We may become the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management attention, which could seriously harm our business.

We were not profitable in 2008 or 2009 and we may be unable to return to profitability in the future, which could result in a decline in our stock price.

We had a net loss of $77.0 million in 2009 due largely to a non cash charge of approximately $42.2 million related to a valuation allowance on our deferred tax assets as well as costs totaling $21.0 million related to two separate voluntary corrective actions which we announced between November 2009 and February 2010. In 2008, we had a net loss $98.4 million due to a pre tax, non cash impairment charge related to goodwill of $107.7 million. We had net income of $8.5 million in 2007. Although we expect to become profitable again in future periods, our ability to return to profitability will depend on our ability to increase our revenues and manage our expenses. In order to generate additional revenues, we will need to continue developing and offering competitive products and services, maintain our sales and distribution network and expand our customer base. Our ability to increase revenues may be impacted by current economic conditions and other factors, such as the impact on customer demand from product quality issues and related corrective actions that we have announced in the last several months. Also, we will need to manage costs associated product development and marketing, protecting our intellectual property, and handling product quality issues and related corrective actions. We may be unable to accomplish some, or any, of these goals because of the risks identified in this report or for other unforeseen reasons. If we are unable to attain profitability in the future, our stock price could decline.

Our business may be adversely affected by restructurings.

On January 14, 2009, we announced a restructuring involving a 12% reduction in our staff, and have had subsequent restructurings and reductions. The reductions primarily affected customer service, product development and manufacturing. Implementation of past restructurings and reductions, as well as any future restructurings or reductions, may adversely affect the effectiveness of the functional areas impacted by the staff reductions, as well as adversely impact our relationships with customers and suppliers. The costs of implementing past and future restructurings and reductions may adversely affect our results of operations. Finally, past or future restructuring may not result in all of the cost savings and operational and strategic benefits that we anticipate.

Our quarterly revenues and operating results are unpredictable and may vary significantly.

Our quarterly revenues and operating results have varied in the past and our quarterly revenues and operating results may continue to vary in the future due to a number of factors, many of which are outside of our control. Factors contributing to these fluctuations may include:

•  effects of domestic and foreign economic conditions on our industry and/or customers, which conditions have significantly deteriorated in the last year and are expected to continue to decline for the foreseeable future;

•  the impact of a ship-hold, recalls or other corrective actions, or regulatory actions resulting from quality concerns relating to our products;

•  the impact of acquisitions, divestitures, strategic alliances, and other significant corporate events;

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•  changes in our ability to obtain products and product components that are manufactured for us by third parties;

•  delays in the development or commercial introduction of new versions of products;

•  the ability to attain and maintain production volumes and quality levels for our products and product components;

•  the impact of a ship-hold on any of our products due to quality control concerns;

•  changes in the demand for our products;

•  varying sales cycles that can take up to a year or more;

•  changes in the mix of products we sell, which could affect our revenue levels as well as our gross margins;

•  unpredictable budgeting cycles of our customers;

•  delays in obtaining regulatory clearance for new versions of our products;

•  increased product and price competition;

•  the impact of regulatory changes on the availability of third-party reimbursement to customers of our products;

•  the loss of key personnel;

•  the loss of key distributors or distribution companies;

•  seasonality in the sales of our products;

•  the impact of longer buying cycles; and

•  the impact of employee turnover.

Historically, our quarterly financial results have often been impacted by the receipt of a large number of customer orders in the last weeks of a quarter. If these orders are delayed to the following quarter or canceled, our sales could fall short of our targets and our stock price could decline. Due to the factors summarized above, we believe that period-to-period comparisons of our operating results are not a good indication of future performance and should not be relied upon to predict future operating results.

If we are unsuccessful in developing and commercializing new versions of our products, our operating results will suffer.

To be successful, we must develop and commercialize new versions of our products for both domestic and international markets. Our products must keep pace with rapid industry change, comply with rapidly evolving industry standards and government regulations and compete effectively with new product introductions of our competitors. Because our products are technologically complex, developing new products requires extensive design, development and testing at the technological, product and manufacturing stages. To successfully develop and commercialize new versions of our products, we need to:

•  accurately assess and provide compelling solutions to customer needs;

•  develop products that are functional and easy to use;

•  quickly and cost-effectively obtain regulatory clearance or approval;

•  price competitively;

•  manufacture and deliver on time;

•  control costs associated with manufacturing, installation, warranty and maintenance;

•  manage customer acceptance and payment;

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•  limit demands by our customers for retrofits;

•  access new interface standards needed for product connectivity;

•  anticipate and meet demands of our international customers for products featuring local language capabilities; and

•  anticipate and compete effectively with our competitors’ efforts.

Our failure to accomplish any of these items, or others involved in developing and commercializing new products, could delay or prevent the release of new products. These difficulties and delays could cause our development expenses to increase and harm our financial and operating results.

Interruption or cancellation of supply, and our inability to secure alternative suppliers on a timely basis, would likely harm our ability to ship products to our customers, decrease our revenues and increase our costs.

If our suppliers reduce, delay or discontinue production of component parts for our products, we will be forced to seek replacement parts from alternative sources. We purchase many of the components and raw materials used in manufacturing our products from numerous suppliers in various countries. Generally we have been able to obtain adequate supplies of such raw materials and components. In some cases, for reasons of quality assurance, cost effectiveness or availability, we procure certain components and raw materials only from a sole supplier. While we work closely with our suppliers to try to ensure continuity of supply while maintaining high quality and reliability, we cannot guarantee that our supplies will be uninterrupted. In addition, due to the stringent regulations and requirements of the FDA regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources for certain components or materials. A reduction or interruption in supply, and an inability to develop alternative sources for such supply, could result in significant delays or cancellations of product shipments and the need to modify our products to utilize available components. This could result in reduced revenues, higher costs or both.

Inadequate levels of reimbursement from governmental or other third-party payers for procedures using our products may cause revenues to decrease.

Healthcare costs have risen significantly over the past decade. Federal, state and local governments have adopted a number of healthcare policies intended to curb rising healthcare costs. There have been and may continue to be proposals by legislators, regulators and third-party payers to keep these costs down. Certain proposals, if passed, could impose limitations on the prices we will be able to charge for our products, or the amounts of reimbursement available for our products from governmental agencies or third-party payers. These limitations could have a material adverse effect on our financial position and results of operations.

In the U.S., healthcare providers that purchase certain of our products often rely on governmental and other third-party payers, such as federal Medicare, state Medicaid, and private health insurance plans to pay for all or a portion of the cost of the procedures that utilize those products. The availability of this reimbursement affects customers’ decisions to purchase capital equipment. Denial of coverage or reductions in levels of reimbursement for procedures performed using our products by governmental or other third-party payers would cause our revenues to decrease.

If we do not maintain or grow revenues from our support services or consumables, our operating and financial results may be negatively impacted.

A significant portion of our revenues is generated from post-sale support services we provide for our products and from the sale of ancillary cardiology products and consumables related to our products, such as patented electrodes, pads, cables, leads, and thermal chart paper. As hospitals expand their in-house capabilities to service diagnostic equipment and systems, they may be able to service our products without additional support from us. In addition, our customers may express an increasing preference for ancillary cardiology products and consumables that are manufactured or provided by other vendors. Any of these events could result in a decline in our revenues and adversely affect our financial and operating results.

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Our lack of customer purchase contracts and our limited order backlog make it difficult to predict sales and plan manufacturing requirements, which can lead to lower revenues, higher expenses and reduced margins.

Our customers typically order products on a purchase order basis, and we do not generally have long-term purchase contracts. In limited circumstances, customer orders may be cancelled, changed or delayed on short notice. Lack of significant order backlog makes it difficult for us to forecast future sales with certainty. Long and varying sales cycles with our customers make it difficult to accurately forecast component and product requirements. These factors expose us to a number of risks:

•  if we overestimate our requirements we may be obligated to purchase more components or third-party products than is required;

•  if we underestimate our requirements, our third-party manufacturers and suppliers may have an inadequate product or product component inventory, which could interrupt manufacturing of our products and result in delays or cancellations in shipments and loss of revenues;

•  we may also experience shortages of product components from time to time, which also could delay the manufacturing of our products; and

•  over or under production can lead to higher expense, lower than anticipated revenues, and reduced margins.

If market conditions cause us to reduce the selling price of our products, or our market share is negatively affected by the activities of our competitors, our margins and operating results will decrease.

The selling price of our products and our market share are subject to market conditions. Major shifts in industry market share have occurred in connection with product problems, physician advisories and safety alerts, reflecting the importance of product quality in the medical device industry. Many healthcare industry companies, including medical device companies, are consolidating to create new companies with greater market power. As the healthcare industry consolidates, competition to provide goods and services to industry participants will become more intense. These industry participants may try to use their market power to negotiate price concessions or reductions for medical devices that incorporate components produced by us. We may experience decreasing prices for the goods and services we offer due to pricing pressure experienced by our customers from managed care organizations and other third-party payers; increased market power of our customers as the medical device industry consolidates; and increased competition among medical engineering and manufacturing services providers. If the prices for our goods and services decrease and we are unable to reduce our expenses, we may lose market share and our results of operations will be adversely affected.

If we are unable to retain our executive officers and hire and retain other key personnel, we may not be able to sustain or grow our business.

Our success is dependent in large part on the continued employment and performance of key executive, managerial, sales and technical personnel and our ability to attract and retain additional highly qualified personnel. We compete for key personnel with other companies, academic institutions, government entities and other organizations. Our ability to maintain and expand our business may be impaired if we are unable to retain our key personnel, hire or retain other qualified personnel in the future, or if our key personnel decide to join a competitor or otherwise compete with us.

Failure to adequately protect our intellectual property rights may cause our expenses to increase and our business to suffer.

Our success depends in part on obtaining, maintaining, and enforcing our patents, trademarks and other proprietary rights, and our ability to avoid infringing the proprietary rights of others. We take precautionary steps to protect our technological advantages and intellectual property rights and rely, in part, on patent, trade secret, copyright, know-how, trademark laws, license agreements and contractual provisions to establish our intellectual property rights and protect our products. We require our new employees, consultants, and corporate partners to execute confidentiality agreements at the commencement of their employment or consulting relationship with us.

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However, these agreements may be breached or, in the event of unauthorized use or disclosure, they may not provide adequate remedies. While we intend to defend against any threats to our intellectual property, there can be no assurance that these patents, trade secrets or other agreements will adequately protect our intellectual property.

In addition, the validity and breadth of claims covered in medical technology patents involve complex legal and factual questions and are often highly uncertain. There can also be no assurance that pending patent applications owned by us will result in patents to be issued to us, that patents issued to or licensed by us in the past or in the future will not be challenged or circumvented by competitors or that such patents will be found to be valid or sufficiently broad to protect our technology or to provide us with any competitive advantage. Third parties could also obtain patents that may require us to negotiate licenses to conduct our business, and there can be no assurance that the required licenses would be available on reasonable terms or at all. In some cases, we rely upon trade secrets instead of patents to protect our proprietary technology. Others may independently develop or otherwise acquire substantially equivalent know-how, or gain access to and disclose our proprietary technology. If we are not able to adequately protect our intellectual property and other proprietary rights, our product offerings may lose their competitive edge, which would negatively impact our revenues.

Additionally, third parties may assert intellectual property claims and related claims against the Company, whether through civil litigation, administrative proceedings, or otherwise, in the United States or abroad, which may result in a narrowing or invalidation of our intellectual property rights or freedom to operate, significant damage awards and costs of litigation or other legal proceedings, injunctive relief against us, the necessity of costly or disadvantageous licenses, and may be disruptive to our business operations.

Our technology may become obsolete, which would negatively impact our ability to sell our products.

The medical equipment and healthcare industries are characterized by extensive research and rapid technological change. The development by others of new or improved products, processes, or technologies may make our products obsolete or less competitive. Accordingly, we plan to devote continued resources, to the extent available, to further develop and enhance existing products and to develop new products. If these efforts are not successful, we may not be able to meet our financial goals and our stock price may suffer.

Our reliance on a principal manufacturing facility may impair our ability to respond to natural disasters or other unforeseen catastrophic events.

We manufacture substantially all of our products in one principal manufacturing facility, located in a single building in Deerfield, Wisconsin. Despite precautions taken by us, a natural disaster or other unanticipated catastrophic events at this building could significantly impair our ability to manufacture our products and operate our business. Our facility and certain manufacturing equipment located in that facility would be difficult to replace and could require substantial replacement lead-time. Catastrophic events may also destroy any inventory of product or components located in our facility. While we carry insurance for natural disasters and business interruption, the occurrence of such an event could result in losses that exceed the amount of this insurance coverage, which would impair our financial results.

We may make future acquisitions, which involve numerous risks that could impact our business and results of operations.

As part of our growth strategy, we intend to selectively acquire other businesses, product lines, assets, or technologies, which are complementary to our product offerings. Successful execution of our acquisition strategy depends upon our ability to identify, negotiate, complete and integrate suitable acquisitions. Acquisitions involve numerous risks, including:

•  difficulties in integrating the operations, technologies, and products of the acquired companies;

•  the risk of diverting management’s attention from normal daily operations of the business;

•  potential difficulties in completing projects associated with in-process research and development;

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•  risks of entering markets in which we have no, or limited, direct prior experience and where competitors in such markets have stronger market positions;

•  initial dependence on unfamiliar supply chains or relatively small supply partners;

•  insufficient revenues to offset increased expenses associated with acquisitions;

•  the risk that acquired lines of business may reduce or replace the sales of existing products; and

•  the potential loss of key employees of the acquired companies.

Future acquisitions may not be successful and, if we are unable to effectively manage the risks described above, our business, operating results or financial condition may be negatively affected.

We may need additional capital to continue our acquisition growth strategy.

Successful continued execution of our acquisition strategy may also depend upon our ability to obtain satisfactory debt or equity financing. We likely would require additional debt or equity financing to make any further significant acquisitions. Such financing may not be available on terms that are acceptable to us or at all, particularly in light of current adverse conditions in the capital markets. If we are required to incur additional indebtedness to fund acquisitions in the future, our cash flow may be negatively affected by additional debt servicing requirements and the terms of such indebtedness may impose covenants and restrictions that provide us less flexibility in how we operate our business. Fluctuations in our stock price may make it difficult to make acquisitions using our stock as consideration. Moreover, use of our stock to fund acquisitions may have a significant dilutive effect on existing shareholders.

Our internal research and product development activities are complemented by acquisitions, investments and alliances. We cannot guarantee that any previous or future acquisitions, investments or alliances will be successful for the purpose of complementing our internal research and product development activities.

A component of our growth strategy is to enter into strategic alliances in order to complement and expand our current product and service offerings and distribution. The rapid pace of technological development in the medical industry and the specialized expertise required in different areas of medicine make it difficult for one company alone to develop a broad portfolio of technological solutions. In addition to internally generated growth through our research and development efforts, historically we have relied, and expect to continue to rely, upon acquisitions, investments and alliances to provide us access to new technologies both in areas served by our existing businesses as well as in new areas. We may make future investments where we believe that we can stimulate the development of, or acquire, new technologies and products to further our strategic objectives and strengthen our existing businesses. Investments and alliances in and with medical technology companies are inherently risky, and we cannot guarantee that any of our previous or future acquisitions, investments or alliances will be successful or will not materially adversely affect our consolidated earnings, financial condition or cash flows.

Future issuances of our common stock could dilute existing stockholders and cause our stock price to decline.

As of December 31, 2009 we have reserved 5,054,144 shares of common stock for issuance under our stock-based compensation plans and arrangements, including pursuant to options that are outstanding or may be granted in the future. Future stock awards under our plans and the issuance of stock upon exercise of options would have a dilutive effect on our stockholders and may adversely affect the market price of our common stock.

Our charter documents and Delaware law contain provisions that could make it more difficult for a third party to acquire us.

Certain provisions of our certificate of incorporation and bylaws could make it harder for a third party to acquire us without the consent of our board of directors. Our certificate of incorporation authorizes the issuance of preferred stock with the designations, rights, and preferences as may be determined from time to time by our board of directors, without any further vote or action by our stockholders. In addition, our board of directors is divided into

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three classes with staggered terms, which makes it difficult for stockholders to change the control of our board. Lastly, Section 203 of the Delaware General Corporation Law limits business combination transactions with interested stockholders that have not been previously approved by the issuer’s board of directors. Our board of directors could choose not to negotiate with an acquirer that it did not feel was in our strategic interest. If the acquirer was discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by the anti-takeover measures described above, our stockholders could lose the opportunity to sell their shares at a favorable price.

Realization of our deferred tax assets is uncertain.

During 2009, we evaluated our ability to realize our net deferred tax assets, primarily our net operating losses and tax credit carryforwards and determined that the realization of these deferred tax assets is uncertain as of the year ended December 31, 2009. We assessed both positive and negative evidence as well as objective and subjective evidence, including but not limited to such factors as past performance, recent history of operating results on a GAAP basis, recent history of generating taxable income, history of recovering net operating loss carryforwards for tax purposes, and expectations of future taxable income as well as current conditions and issues facing our industry and its customers. Based on our evaluation, we determined it was not more likely than not that we would be able to realize all or a portion of its deferred tax assets and as such, we recorded a valuation allowance against deferred tax assets resulting in a non cash charge to income tax expense of approximately $42.2 million. Our ability to realize these deferred tax assets in the future is dependent upon our ability to generate taxable income. If in future periods we generate taxable income, then the valuation allowance may be released in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized.

Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

President Obama’s administration has announced several proposals for to reform U.S. tax laws that would fundamentally change how U.S. multinational corporations are taxed on their global income. These proposals have been carried forward from proposals which did not pass Congress. Although adjusted since the original proposals, the new proposals include a proposal to defer tax deductions for interest expense allocable to non-U.S. earnings until earnings are repatriated and a proposal to further limit foreign tax credits. In addition, the latest proposals also include taxing currently any excess returns as Subpart F income associated with transfers of intangible assets offshore to a related controlled foreign corporation. These proposals, if passed, would be effective for tax years beginning after 2010. It is unclear whether these proposed tax reforms will be enacted, or, if enacted, what the scope of the reforms will be. Depending on their content, such reforms may have an adverse impact to our worldwide tax expense in future periods.

Our future financial results could be adversely impacted by asset impairments.

We are required not to amortize goodwill and other intangible assets determined to have indefinite lives, and have established a method of testing these assets for impairment on an annual or on an interim basis if certain events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value or if the fair value of intangible assets with indefinite lives falls below their carrying value. We also need to evaluate intangible assets determined to have finite lives for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business, or other factors such as a decline in our market value below its book value for an extended period of time. A significant decline in our stock price could require us to evaluate intangible assets for recoverability during the quarter in which the decline occurred. In the case of intangible assets with indefinite lives, we will need to evaluate whether events or circumstances continue to support an indefinite useful life. We will need to evaluate the estimated lives of all intangible assets on an annual basis, including those with indefinite lives, to determine if events and circumstances continue to support an indefinite useful life or the remaining useful life, as applicable, or if a revision in the remaining period of amortization is required. The amount

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of any such annual or interim impairment charge could be significant, and could have a material adverse effect on our reported financial results for the period in which the charge is taken.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

We lease a facility in Bothell, Washington, which houses our corporate offices and certain of our research and development and customer support services, as well as marketing, finance and administrative functions. This facility occupies approximately 56,000 square feet and is under lease through 2013.

We also lease a facility in Deerfield, Wisconsin, which houses our manufacturing operations and certain of our research and development, customer support services, marketing, finance and administrative functions. This facility is approximately 100,000 square feet. The lease expires in 2018 with two five-year renewal options.

We have other facilities under lease in Laguna Hills, California, which houses certain of our research and development operations, as well as in other locations such as Manchester, United Kingdom, Shanghai, China, Copenhagen, Denmark, Cologne, Germany and Paris, France.

Item 3.   Legal Proceedings

We are subject to various legal proceedings arising in the normal course of business. In the opinion of management, the ultimate resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

Item 4.   Reserved

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NASDAQ Global Market (symbol “CSCX”). The number of shareholders of record of our common stock at March 8, 2010, was 944.

Quarterly high and low bid closing prices for our common stock as reported on NASDAQ for the periods indicated are set forth in the table below.

	Stock Price
	High		Low
Fiscal 2009
First Quarter	$	7.70	$	2.56
Second Quarter		4.58		2.83
Third Quarter		4.42		3.00
Fourth Quarter		4.09		2.09
Fiscal 2008
First Quarter	$	9.75	$	7.60
Second Quarter		9.75		7.60
Third Quarter		11.00		7.57
Fourth Quarter		10.31		5.00

We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain any future earnings for use in the expansion and operations of our business and do not anticipate paying cash dividends in the foreseeable future.

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Recent Sales of Unregistered Securities

In November 2009, we issued 100,000 shares of our common stock, par value $0.001 per share, to Gust H. Bardy, M.D. in exchange for an undivided 20% ownership interest in certain patents and patent applications and rights thereto. The shares of our common stock issued to Dr. Bardy were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act.

Performance Comparison Graph

The following graph depicts the Company’s total return to stockholders from August 31, 2005 through December 31, 2009, relative to the performance of the NASDAQ Composite Index and the Standard & Poor’s Health Care Equipment Index. All indices shown in the graph have been reset to a base of 100 as of September 1, 2005 (the date of the merger of Quinton and CSI), and assume an investment of $100 on that date and the reinvestment of dividends paid since that date. We have never paid a dividend on our common stock. The stock price performance shown in the graph is not necessarily indicative of future price performance.

COMPARISON OF 52 MONTH CUMULATIVE TOTAL RETURN*
Among Cardiac Science Corporation, The NASDAQ Composite Index
And The S&P Health Care Equipment Index

*  $100 invested on 9/1/05 in stock or 8/31/05 in index, including reinvestment of dividends. Fiscal year ending December 31.

Copyright^© 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

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Item 6.   Selected Financial Data

The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained herein in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Historical results are not necessarily indicative of future results. Our company is the result of the combination of Quinton and CSI pursuant to a merger transaction that was completed on September 1, 2005. Since we are deemed to be the successor to Quinton for accounting purposes, our selected consolidated financial data in the table below represents the historical financial data of Quinton through September 1, 2005 the results of operations of the combined company since September 1, 2005.

	Year Ended December 31,
	2009			2008			2007			2006			2005
	(In thousands, except share and per share data)
Consolidated Statements of Operations Data(1):
Revenues	$	156,848		$	206,153		$	182,131		$	155,429		$	106,650
Cost of revenues		80,665			103,870			93,715			82,195			59,794
Corrective action costs		21,000			—			—			—			—
Gross profit		55,183			102,283			88,416			73,234			46,856
Operating Expenses:
Research and development		14,950			16,426			13,020			11,733			9,353
Sales and marketing		48,047			50,733			46,195			39,960			24,957
General and administrative		26,134			22,417			19,176			19,072			14,233
Impairment of goodwill		—			107,671			—			—			—
Litigation and related expenses		—			—			3,808			3,855			893
Licensing income and litigation settlement		—			—			(6,000	)		—			—
Total operating expenses		89,131			197,247			76,199			74,620			49,436
Operating income (loss)		(33,948	)		(94,964	)		12,217			(1,386	)		(2,580	)
Other income (expense):
Interest income (expense), net		66			489			402			(16	)		325
Other income (expense), net		102			635			799			782			(487	)
Total other income (expense)		168			1,124			1,201			766			(162	)
Income (loss) before income tax (expense) benefit		(33,780	)		(93,840	)		13,418			(620	)		(2,742	)
Income tax (expense) benefit		(42,462	)		(4,093	)		(4,924	)		615			1,473
Net income (loss)		(76,242	)		(97,933	)		8,494			(5	)		(1,269	)
Less: net income attributable to noncontrolling interests		(755	)		(451	)		(4	)		54			31
Net income (loss) attributable to Cardiac Science Corporation	$	(76,997	)	$	(98,384	)	$	8,490		$	49		$	(1,238	)
Net income (loss) per share attributable to Cardiac
Science Corporation:
Basic(2)	$	(3.31	)	$	(4.30	)	$	0.37		$	0.00		$	(0.08	)
Diluted(2)	$	(3.31	)	$	(4.30	)	$	0.37		$	0.00		$	(0.08	)
Weighted average shares outstanding:
Basic(2)		23,263,717			22,869,920			22,697,113			22,502,040			14,695,261
Diluted(2)		23,263,717			22,869,920			23,197,911			22,555,326			14,695,261
Consolidated Statements of Cash Flows Data:
Cash provided by (used in) operating
activities	$	(4,943	)	$	17,743		$	13,297		$	8,764		$	(850	)
Cash used in investing activities	$	(4,170	)	$	(4,262	)	$	(3,788	)	$	(3,307	)	$	(18,053	)
Cash provided by financing activities	$	864		$	769		$	828		$	816		$	547
Effect of exchange rate changes on cash	$	460		$	246		$	3		$	—		$	—

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	Year Ended December 31,
	2009		2008		2007		2006		2005
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	26,866	$	34,655	$	20,159	$	9,819	$	3,546
Total assets		116,060		170,208		262,671		247,645		248,557
Current liabilities		50,442		37,960		35,219		31,294		33,832
Long-term liabilities		5,389		—		54		679		1,806
Total Cardiac Science Corporation shareholders’ equity	$	58,936	$	131,703	$	227,271	$	215,597	$	212,791

(1)

The business combination of Quinton and CSI in September 2005 materially affects the comparability of information contained in this table.

(2)

Shares prior to September 1, 2005 have been retroactively adjusted to reflect the conversion of Quinton shares into Cardiac Science Corporation shares at a ratio of 0.77184895 Cardiac Science Corporation shares for each Quinton share. See Item 8, Note 1 to the Consolidated Financial Statements for a reconciliation of the denominators used in computing basic and diluted income (loss) per share for 2009, 2008 and 2007.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes included elsewhere in this report. Except for historical information, the following discussion contains forward-looking statements within the meaning of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including future results of operations or financial position, made in this Annual Report on Form 10-K are forward looking. The words “believe,” “expect,” “intend,” “anticipate,” “will,” “may,” variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These forward-looking statements reflect management’s current expectations and involve risks and uncertainties. Our actual results could differ materially from results that may be anticipated by such forward-looking statements due to various uncertainties. The principal factors that could cause or contribute to such differences include, but are not limited to, the factors discussed in the section entitled “Risk Factors” and those discussed elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances that may subsequently arise. Readers are urged to review and consider carefully the various disclosures made in this report and in our other filings made with the SEC that disclose and describe the risks and factors that may affect our business, prospects and results of operations. The terms “the Company,” “us,” “we” and “our” refer to Cardiac Science Corporation and our majority-owned subsidiaries.

Business Overview

We develop, manufacture, and market a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators (“AEDs”), electrocardiograph devices (“ECG/EKG”), cardiac stress testing treadmills and systems, Holter monitoring systems, hospital defibrillators, cardiac rehabilitation telemetry systems, vital signs and spot check monitors and cardiology data management systems (“Informatics”) that connect with hospital information (“HIS”), electronic medical record (“EMR”), and other information systems. We sell a variety of related products and consumables, and provide a portfolio of training, maintenance, and support services. We are the successor to the cardiac businesses that established the trusted Burdick^®, Quinton^® and Powerheart^® brands and are headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, we have operations in North America, Europe, and Asia.

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Critical Accounting Estimates and Policies

To prepare financial statements that conform with U.S. generally accepted accounting principles, we must select and apply accounting policies and make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our accounting estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There are certain critical accounting estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate, and changes in the estimate or different estimates that we reasonably could have selected would have had a material impact on our financial condition or results of operations.

Deferred Tax Assets and Income Taxes.  We account for income taxes under the asset and liability method under which deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and operating losses and tax credit carryforwards. This process involves calculating our current tax obligation or refund and assessing the nature and measurements of temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. In each period, we assess the likelihood that our deferred tax assets will be recovered from existing deferred tax liabilities or future taxable income. If required, we will recognize a valuation allowance to reduce such deferred tax assets to amounts that are more likely than not to be ultimately realized. To the extent that we establish a valuation allowance or change this allowance in a period, we adjust our tax provision or tax benefit in the consolidated statements of operations. We use our judgment to determine estimates associated with the calculation of our provision or benefit for income taxes, and in our evaluation of the need for a valuation allowance recorded against our net deferred tax assets.

During 2009, we evaluated the expected realization of our deferred tax assets and determined an increase to our valuation allowance of $54.6 million was required of which $42.2 million was included in the consolidated statements of operations as deferred tax expense. Factors we considered in making such an assessment included, but were not limited to past performance, including our recent history of operating results on a U.S. GAAP basis, our recent history of generating taxable income, our history of recovering net operating loss carryforwards for tax purposes and our expectation of future taxable income, both considering our past history in predicting future results and considering current macroeconomic conditions and issues facing our industry and customers.

Stock-Based Compensation.  We account for stock-based compensation based on fair value of the options or restricted stock units at the date of grant. Share-based compensation cost is measured at the grant date and is recognized as expense over the related vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating future volatility, expected term and the amount of share-based awards that are expected to be forfeited during the vesting period. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted.

Indefinite Lived Intangible Assets.  Our indefinite lived intangible assets are comprised primarily of trade names, which were acquired in our acquisition of Burdick in 2003 and the merger transaction with CSI in 2005. We use our judgment to estimate the fair value of each of these indefinite lived intangible assets. Our judgment about fair value is based on our expectation of future cash flows and an appropriate discount rate.

We believe the Burdick and Cardiac Science trade names have indefinite lives and, accordingly, we do not amortize the trade names. We evaluate this conclusion annually or more frequently if events and circumstances indicate that the asset(s) might be impaired and make a judgment about whether there are factors that would limit our ability to benefit from the trade name in the future. If there were such factors, we would start amortizing the trade name over the expected remaining period in which we believed it would continue to provide benefit.

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Additionally, we periodically evaluate whether the carrying value of our intangible assets might be impaired. For our trade names, this evaluation is performed annually, or more frequently if events occur that suggest there may be an impairment loss, and involves comparing the carrying amount to our estimate of fair value.

We evaluated our indefinite lived intangible assets for impairment during 2009 and 2008 and we determined no impairment was necessary for our indefinite lived intangible assets and therefore, we did not record an impairment charge in either period.

Valuation of Long-Lived Assets.  We review long-lived assets, such as machinery and equipment, and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized on our consolidated statements of operations and as a reduction to value of the asset group on our consolidated balance sheets. We use our judgment to estimate the useful lives of our intangible assets subject to amortization and evaluate the remaining useful lives annually.

Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

We evaluated our long-lived assets for impairment during 2009 and 2008 and we determined no impairment was necessary for our long-lived assets and therefore, we did not record an impairment charge in either period.

Accounts Receivable.  Accounts receivable represent a significant portion of our assets. We make estimates of the collectability of accounts receivable, including analyzing historical write-offs, changes in our internal credit policies and customer concentrations when evaluating the adequacy of our allowance for doubtful accounts. Different estimates regarding the collectability of accounts receivable may have a material impact on the timing and amount of reported bad debt expense and on the carrying value of accounts receivable.

Inventories.  Inventories represent a significant portion of our assets. We value inventories at the lower of cost, on an average cost basis, or market. We regularly perform a detailed analysis of our inventories to determine whether adjustments are necessary to reduce inventory values to estimated net realizable value. We consider various factors in making this determination, including the salability of individual items or classes of items, recent sales history and predicted trends, industry market conditions and general economic conditions. Different estimates regarding the net realizable value of inventories could have a material impact on our reported net inventory and cost of revenues, and thus could have a material impact on the consolidated financial statements as a whole.

Warranty.  We provide warranty service covering many of the products and systems we sell. We estimate and accrue for future costs of providing warranty service, which relate principally to the hardware components of the systems, when the systems are sold. Our estimates are based, in part, on our warranty claims history and our cost to perform warranty service. Differences could result in the amount of the recorded warranty liability and cost of revenues if we made different judgments or used different estimates.

Corrective Action Costs.  We provide for additional warranty costs associated with field corrective actions and recalls when the likelihood of incurring costs associated with these matters becomes probable and estimable. We record estimated warranty costs associated with field corrective actions and recalls as part of cost of revenues on the consolidated statements of operations and within corrective action liabilities on the consolidated balance sheets.

During 2009, we recorded expenses of $21.0 million related to two separate voluntary corrective actions associated with our AEDs. The costs of these voluntary corrective actions are estimates. The actual costs incurred to implement the voluntary corrective actions could vary significantly based on a number of factors, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes we employ to address the issues, the customer response rate in implementing the corrective action plans, the level of required follow up with customers, the extent to which we rely on third party assistance to carry out the corrective actions, and the length of time and other resources required to complete the corrective actions, among others.

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In February 2010, we received a warning letter from the FDA noting, among other things, that the voluntary field corrective action we announced in November 2009 is inadequate since it is intended to improve the products’ ability to detect the potential component problem, but is not designed to prevent component failure. The FDA letter also asserts other inadequacies, including our procedures relating to the evaluation, investigation and follow up of complaints, procedures to verify the effectiveness of corrective and preventative actions and procedures relating to certain design requirements. We are in ongoing discussions with the FDA regarding these issues. We may need to take different or additional actions than anticipated depending on the outcome of those discussions, in which case the amounts we record in connection with these initiatives may need to be adjusted. We evaluate the adequacy of our accruals for these initiatives on a regular basis and will make adjustments to our estimates if facts and circumstances indicate that changes to our initial estimates would be appropriate.

Goodwill.  We performed a test for goodwill impairment at November 30, 2008 in accordance with our policy for performing this test annually. During the fourth quarter of 2008, we recorded a pre-tax impairment charge of $107.7 million, equivalent to the full amount of previously acquired goodwill resulting primarily from our acquisitions of Burdick and CSI. See Note 9 — Goodwill to the Consolidated Financial Statements in Item 8 of this report for further discussion of the impairment charge. We did not enter into any business combinations during the year ended December 31, 2009 and thus no new goodwill has been recorded since this impairment charge was recorded.

Application of the goodwill impairment test applied at November 30, 2008 required judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and ultimately impact the results of our goodwill impairment test.

Software Revenue Recognition.  We account for the licensing of software and arrangements where software is considered more than incidental to the product as software revenue arrangements. We use judgment when determining the appropriate accounting for our software revenue arrangements, including whether an arrangement includes multiple elements, and if so, whether vendor-specific objective evidence (“VSOE”) of fair value exists for those elements. A portion of software revenue is recorded as unearned due to undelivered elements including, in some cases, software implementation and post-delivery support. The amount of revenue allocated to undelivered elements is based on the sales price of each element when sold seperately (VSOE) using the residual method.

Revenue from post-delivery support is recognized over the service period, which is typically a year and revenue from software implementation services is recognized as the services are provided (based on VSOE of fair value). When significant implementation activities are required, we recognize revenue from software and services upon installation. Changes to the elements in a software arrangement and the ability to identify VSOE of fair value for those elements could materially impact the amount of earned and unearned revenue.

Revenue Recognition.  Revenue from sales of hardware products is generally recognized when title transfers to the customer, typically upon shipment. Some of our customers are distributors that sell goods to third party end users. Except for certain identified distributors where collection may be contingent on distributor resale, we recognize revenue on sales of products made to distributors when title transfers to the distributor and all significant obligations have been satisfied. In making a determination of whether significant obligations have been met, we evaluate any installation or integration obligations to determine whether those obligations are inconsequential or perfunctory. In cases where the remaining installation or integration obligation is not determined to be inconsequential or perfunctory, we defer the portion of revenue associated with the fair value of the installation and integration obligation until these services have been completed.

Distributors do not have price protection and generally do not have product return rights, except if the product is defective upon shipment or shipped in error, and in some cases upon termination of the distributor agreement. For certain identified distributors where collection may be contingent on the distributor’s resale, revenue recognition is deferred and recognized on a “sell through” or cash basis. The determination of whether sales to distributors are contingent on resale is subjective because we must assess the financial wherewithal of the distributor to pay regardless of resale. For sales to distributors, we consider several factors, including past payment history, where available, trade references, bank account balances, Dun & Bradstreet reports and any other financial information

38

provided by the distributor, in assessing whether the distributor has the financial wherewithal to pay regardless of, or prior to, resale of the product and that collection of the receivable is not contingent on resale.

We offer limited volume price discounts and rebates to certain distributors. Volume price discounts are on a per order basis based on the size of the order and are netted against the revenue recorded at the time of shipment. We have some arrangements with key distributors that provide for volume discounts based on meeting certain quarterly or annual purchase levels or based on sales volumes of certain of our products during a defined period in which we offer a promotion. Rebates are paid quarterly or annually and are accrued for as incurred.

We consider program management packages and training and other services as separate units of accounting when sold with an AED based on the fact that the items have value to the customer on a stand alone basis and could be acquired from another vendor. Fair value is determined to be the price at which they are sold to customers on a stand alone basis. Training revenue is deferred and recognized at the time the training occurs. AED program management services revenue, pursuant to annual or multi-year agreements that exist with some customers, is deferred and amortized on a straight-line basis over the related contract period.

We offer optional extended service contracts to customers. Fair value is determined to be the price at which they are sold to customers on a stand alone basis. Service contract revenues are recognized on a straight-line basis over the term of the extended service contracts, which generally begin after the expiration of the original warranty period. For services performed, other than pursuant to warranty and extended service contract obligations, revenue is recognized when the service is performed and collection of the resulting receivable is reasonably assured.

Recent Accounting Pronouncements

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning January 1, 2011. Other than requiring additional disclosures, adoption of this new guidance will not have a material impact on our consolidated financial statements.

In September 2009, the Emerging Issues Task Force (EITF) reached a consensus related to revenue arrangements with multiple deliverables, which the FASB then issued as an Accounting Standards Update (“ASU”), 2009-13. The ASU amends Accounting Standards Codification (“ASC”) Subtopic 605-25, “Revenue Recognition — Multiple Element Arrangements” and provides application guidance on whether multiple deliverables exist in a revenue arrangement, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This ASU establishes a selling price hierarchy for determining the selling price of a deliverable based on vendor-specific objective evidence, if available, third-party evidence, or estimated selling price if neither vendor-specific nor third-party evidence is available. The ASU can be applied on a prospective basis or in certain circumstances on a retrospective basis. We plan to adopt this ASU on a prospective basis beginning January 1, 2011. We believe the adoption of this ASU may have an impact on our financial position and results of operations, however we are uncertain whether the impact will be material. We are continuing to evaluate this ASU as of December 31, 2009.

In September 2009, the EITF reached a consensus related to revenue arrangements that include software elements, which the FASB issued as ASU, 2009-14. The ASU amends ASC Subtopic 985-605, “Software — Revenue Recognition”. Previously, companies that sold tangible products with “more than incidental” software were required to apply software revenue recognition guidance. This guidance often delayed revenue recognition for the delivery of the tangible product. Under the new guidance, tangible products that have software components that are “essential to the functionality” of the tangible product will be excluded from the software revenue recognition guidance. The new guidance will include factors to help companies determine what is “essential to the functionality.” Software-enabled products will now be subject to other revenue guidance and will likely follow the guidance

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for multiple deliverable arrangements issued by the FASB in September 2009 in ASU 2009-13. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. We plan to adopt this ASU on a prospective basis beginning January 1, 2011. We believe the adoption of this ASU may have an impact on our financial position and results of operations, however we are uncertain whether the impact will be material. We are continuing to evaluate this ASU as of December 31, 2009.

Results of Operations

Overview of 2009 Results

During 2009, we:

•  Generated revenue of $156.8 million, a decrease of approximately 24% compared to 2008. This decrease was mostly due to reduced AED sales in Japan as a result of weak local market conditions combined with the introduction of a competitive product by our sole Japanese distributor. In addition, we experienced reduced sales of our AEDs in North America and of cardiac monitoring products globally as a result of a weakened economy. Sales of AEDs outside of North America, excluding Japan, increased by 8%, despite the weak economy.

•  Recorded charges totaling $21.0 million during the year ended December 31, 2009 related to two separate voluntary corrective actions associated with our AEDs. These charges related to: (1) a corrective action to deploy a field software update, which we announced in November 2009, associated with approximately 300,000 AEDs manufactured between June 2003 and June 2009, for which a charge of $18.5 million was recorded in the third quarter, and (2) a voluntary recall, which we announced in February 2010, of approximately 12,200 AEDs manufactured between October 2009 and January 2010, for which a charge of $2.5 million was recorded in the fourth quarter.

•  Incurred a non cash charge to income tax expense of $42.2 million to increase the valuation allowance against our deferred tax assets.

•  Incurred a net loss per share of $3.31, as compared to a net loss per share of $4.30 for 2008.

•  Used cash from operations of $4.9 million, compared to the generation of positive cash from operations of $17.7 million for 2008. We ended the year with a cash balance of $26.9 million.

•  Progressed in our efforts to position the company for improved future results, including the recruitment of several new executives, improved R&D effectiveness, enhancements to IT and quality system infrastructure and more active corporate development.

Looking Forward

We expect flat-to-modest overall revenue growth in 2010, with growth in our cardiac monitoring revenue likely offset by decreases in defibrillation revenue; service revenue will likely be flat.

After several years of decline, we expect our cardiac monitoring revenues to grow in 2010 as a result of planned new product introductions and as a result of improved marketing and demand generation capabilities which we put into place in 2009. We expect continued growth after 2010, as we continue to develop and introduce new products, either internally or in partnership with third parties. If we are unable to successfully execute on our new product development plans or if the market is not receptive to our new products, our cardiac monitoring revenues could be adversely affected in future periods.

Our AED revenues in 2010 may be adversely affected by recent events and, as a result, we may experience a further decline in defibrillation revenue. Factors that may negatively affect AED revenue in 2010 include the potential for loss of market share as a result of the recent voluntary corrective actions associated with our AEDs, a warning letter that we received from the FDA in February 2010 and the recent re-entry into the market of the former AED market leader, Physio Control. Further, if we are unable to address to the satisfaction of the FDA the issues raised in the warning letter, we could be required to implement a more costly corrective action plan or recall,

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temporarily cease shipments of our products, which could ultimately impact our ability to fulfill customer orders and maintain market share, or we may be subject to regulatory action by the FDA, including seizure, injunction and/or civil monetary penalties. Any such regulatory actions could significantly disrupt our ongoing business and operations and have a material adverse effect on our financial position and results of operations.

Additionally, we continue to face challenges in the global economy. However, we expect the global market for AEDs to grow over time, as awareness of the benefits of AEDs continues to increase and as the prevalence of mandates requiring deployment of AEDs in public venues continues to rise. As the market continues to grow and as we overcome what we believe to be temporary challenges associated with our quality and regulatory issues, we believe that we will be able to grow our AED revenues over time, both domestically and overseas. We believe our direct presence in several countries in Europe will result in continued growth in sales in these markets over time, though again we may experience softness in the near term due to the quality and regulatory issues, the return of a competitor to the market and continued general economic factors.

We expect our revenues in Japan to decline further in 2010, as we continue to explore and hopefully finalize alternative distribution. On June 15, 2009, we notified Nihon Kohden, our current exclusive distributor of AEDs in Japan, that our OEM Supply and Purchase Agreement dated as of January 1, 2008 (the “OEM Agreement”) will terminate effective June 15, 2010. We elected to terminate the OEM Agreement in order to explore alternative means of distributing AED products in that market, largely in response to Nihon Kohden’s release of a competing AED. At this point, it is unclear whether we will continue to distribute through Nihon Kohden after termination of our existing agreement. If we do not continue our relationship with Nihon Kohden, we expect to begin selling products in Japan via an alternative partner sometime in 2010. We do not expect to realize significant revenue in Japan until such time as this transition occurs or we define a more advantageous relationship with Nihon Kohden.

Our future gross profits and gross margins will be dependent upon our overall revenue volume (by product mix), market pricing and our costs. Increasing volumes provide economies of scale and tend to enhance our gross margin. AEDs generally have a higher gross margin than our monitoring products. Accordingly, if our product mix shifts toward a relatively higher proportion of AEDs, our overall gross margin increases and if the mix shifts toward a relatively higher proportion of monitoring products, our overall gross margin is likely to decline. Market pricing for our products has declined slightly in recent years. As we face challenges in retaining our AED market share in the face of circumstances discussed elsewhere in this report, we may experience additional pricing pressure, which may, in turn, result in a reduction of our gross margins. Finally, any increases in costs, including any unexpected additional costs associated with the ongoing or new corrective actions or recalls relating to our AEDs, or any other quality issues related to our products that may arise in the future, would also negatively affect our gross margins. Our actual gross profit and margins will be dependent on the aggregation of these and other factors.

We expect our operating expenses to increase in 2010 due to increased expenses associated with regulatory and quality assurance as we continue to upgrade our internal capabilities in these areas. We also expect to incur higher research and development and marketing expenses associated with new product development initiatives. Further, we expect to see operating expenses increase over time due to our estimates for modest revenue growth in future periods. We will continue to monitor our operating expenses in light of our actual and anticipated future revenues and gross profit and we may need to take steps to reduce operating expenses in the future if our revenues and gross profit do not grow over time.

We expect to realize an operating loss in 2010, as we continue to invest in new product development, new product launches and as we improve our quality systems.

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Revenues

We derive our revenues primarily from the sale of our non-invasive cardiology products and related consumables, and to a lesser extent, from services related to these products, including training. We categorize our revenues as (1) defibrillation products, which include our AEDs, hospital defibrillators and related accessories; (2) cardiac monitoring products, which include capital equipment, software products and related accessories and supplies; and (3) service, which includes service contracts, CPR/AED training services, AED program management services, equipment maintenance and repair, replacement part sales and other services. We derive a portion of our service revenue from sales of separate extended maintenance arrangements. We defer and recognize these revenues over the applicable maintenance period.

Revenues for the years ended December 31, 2009, 2008 and 2007 were as follows:

	Year Ended						Year Ended						Year Ended
	December 31,			% Change			December 31,			% Change			December 31,
	2009			2008 to 2009			2008			2007 to 2008			2007
	(Dollars in thousands)
Defibrillation products	$	85,858			(29.6	)%	$	121,946			25.2	%	$	97,382
% of total revenue		54.8	%					59.2	%					53.5	%
Cardiac monitoring products		53,378			(18.6	)%		65,556			(4.5	)%		68,624
% of total revenue		34.0	%					31.8	%					37.7	%
Service		17,612			(5.6	)%		18,651			15.7	%		16,125
% of total revenue		11.2	%					9.0	%					8.9	%
Total revenues	$	156,848			(23.9	)%	$	206,153			13.2	%	$	182,131

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenue from defibrillation products declined by $36.1 million, or 30%, for 2009 compared to 2008. Approximately $27.8 million of this decrease was due to reduced AED shipments to Nihon Kohden, our exclusive Japanese distribution partner, due to our relationship with that partner beginning to wind down, their introduction of competing AED products in the Japanese market and overall weakened demand in Japan. The remainder of the decrease in defibrillation products revenue was due primarily to the impact of the weak economy on demand for our AEDs in North America. Our AED sales increased slightly outside of North America and Japan, as the overall market continued to grow somewhat, despite a weak global economy.

Revenue from cardiac monitoring products decreased by $12.2 million or 19% for, 2009 as compared to 2008. The decrease in cardiac monitoring revenue in 2009 compared to the prior year was primarily due to weakness in the worldwide medical products markets as a result of the weakened global economy.

Service revenue for 2009 decreased 6%, as compared to 2008 due primarily to lower AED training and program management services related to declines in AED product sales during these same periods.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Defibrillation products revenue increased significantly for 2008 as compared to 2007 due to strong growth throughout Europe and Asia (particularly in Japan), which increased by 86% during the period. This increase was partially offset by decreases in domestic defibrillation products revenue of 18% during 2008, as compared to 2007. This decrease was due in part to exceptionally high revenue in the prior year that included multi-million dollar school and corporate AED deployments, which did not recur at the same levels in 2008. The weak U.S. economy negatively impacted defibrillation product sales, especially in the latter part of 2008.

Cardiac monitoring products revenue decreased by 4.5% for 2008 from the comparable period in 2007. We believe this was due, in part, to weakening of general economic conditions, resulting in longer buying cycles and deferred purchasing decisions for customers in this portion of our business.

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Service revenue increased for 2008 as compared to 2007 due primarily to the success of our continued focus on, and promotion of, our AED training and program management services, and to a lesser extent on growth in our cardiac monitoring service contract sales.

Gross Profit

Gross profit is revenues less the cost of revenues. Cost of revenues consists primarily of the costs associated with manufacturing, assembling and testing our products, amortization of certain intangibles, overhead costs, compensation, including stock-based compensation and other costs related to manufacturing support and logistics. Cost of revenues also includes costs associated with voluntary corrective actions related to field initiatives and recalls. We rely on third parties to manufacture certain of our product components. Accordingly, a significant portion of our cost of revenues consists of payments to these manufacturers. Cost of service revenue consists of customer support costs, training and professional service expenses, parts and compensation. Our hardware products include a warranty period that includes factory repair services or replacement parts. We accrue estimated expenses for warranty obligations at the time products are shipped.

Gross profit for the years ended December 31, 2009, 2008 and 2007 was as follows:

	Year Ended						Year Ended						Year Ended
	December 31,			% Change			December 31,			% Change			December 31,
	2009			2008 to 2009			2008			2007 to 2008			2007
	(Dollars in thousands)
Defibrillation products	$	49,487			(26.2	)%	$	67,053			27.3	%	$	52,664
% of defibrillation products revenue		57.6	%					55.0	%					54.1	%
Corrective action costs		(21,000	)		n/m			—			n/m			—
Cardiac monitoring products		21,641			(26.0	)%		29,260			(8.6	)%		32,000
% of cardiac monitoring products revenue		40.5	%					44.6	%					46.6	%
Service		5,055			(15.3	)%		5,970			59.1	%		3,752
% of service revenue		28.7	%					32.0	%					23.3	%
Total gross profit	$	55,183			(46.0	)%	$	102,283			15.7	%	$	88,416
% of total revenue		35.2	%					49.6	%					48.5	%

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Total gross profit from defibrillation products in 2009 decreased significantly compared to 2008 due primarily to: (1) significant declines in revenue and gross profit from the Japanese market compared to the prior year, and (2) the impact of the charges for our voluntary corrective actions related to AEDs in the field, totaling $21.0 million. To a lesser extent, gross profit from defibrillation products also declined due to lower overall AED sales, resulting from the weakened global economy. However, gross margin on defibrillation products in 2009 increased by 2.6% compared to 2008, due largely to lower sales volumes in the Japanese market, for which our gross margins are typically lower than for other geographic markets.

Charges associated with corrective action costs of $21.0 million incurred in 2009 represent estimated costs associated with two separate voluntary corrective actions associated with our AEDs. During the third quarter of 2009, we recorded a charge of $18.5 million related to estimated costs associated with a voluntary field corrective action intended to enhance the reliability of approximately 300,000 AEDs shipped to customers between June 2003 and June 2009. Additionally, during the fourth quarter of 2009, we recorded a charge of $2.5 million related to a voluntary recall of approximately 12,200 AEDs manufactured between October 2009 and January 2010. The estimated costs associated with these corrective actions include development expenses as well as materials, shipping and other logistical costs required to manage the corrective actions. There were no similar charges during the years ended December 31, 2008 or 2007. See the “Looking Forward” section above for additional information regarding the impact of possible corrective actions on gross profit in future periods.

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Gross profit from cardiac monitoring products decreased for 2009 as compared to 2008 due principally to lower sales volumes resulting from weakened conditions in the global economy. Gross margins on cardiac monitoring products decreased for 2009 as compared to 2008 due primarily to changes in product mix toward an increased proportion of lower margin products and, to a lesser extent, to increased component parts in certain products.

Gross profit from service decreased for 2009 as compared to 2008 due principally to lower service revenues associated with our AED training and program management services related to declines in AED product sales during these same periods.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Gross profit from defibrillation products increased for 2008 as compared to 2007 due principally to higher sales to Nihon Kohden during the period, and to a lesser extent to cost efficiencies associated with increased volumes of production related to our defibrillation products.

Gross profit and gross margin from cardiac monitoring products decreased for 2008 as compared to 2007 due principally to changes in product mix as well as challenges resulting from deteriorating economic conditions during 2008.

Gross profit from service in 2008 increased as a percentage of service revenue for 2008 as compared to 2007 due in part to increased sales of higher value-added offerings and general growth in service revenue while costs remained relatively fixed.

Operating Expenses

Operating expenses include expenses related to research and development, sales, marketing and other general and administrative expenses required to run our business, including stock-based compensation.

Research and development expenses consist primarily of salaries and related expenses for development and engineering personnel, fees paid to consultants, and prototype costs related to the design, development, testing and enhancement of products. Several components of our research and development activities require significant funding, the timing of which can cause significant quarterly variability in our expenses.

Sales and marketing expenses consist primarily of salaries, commissions and related expenses for personnel engaged in sales, marketing and sales support functions as well as costs associated with corporate and product branding, promotional and other marketing activities.

General and administrative expenses consist primarily of employee salaries and related expenses for executive, finance, accounting, information technology, regulatory and human resources personnel as well as bad debt expense, professional fees, legal fees, excluding fees associated with significant litigation matters, and other corporate expenses.

Impairment of goodwill consists of pre-tax charges of $107.7 million taken in 2008, representing a write-off of the entire amount of our previously acquired goodwill, primarily resulting from our merger transaction with CSI in 2005. See Note 9 — Goodwill to the Consolidated Financial Statements in Item 8 of this report for further discussion of the impairment charge.

Litigation and related expenses include settlement costs and legal fees related primarily to three cases which were settled in the first half of 2007.

Licensing income and litigation settlement consists of non cash income of $5.5 million for the license rights given to Philips as part of the litigation settlement and a non cash gain on the transaction of $0.5 million. See Note 1 — Summary of Significant Accounting Policies to the Consolidated Financial Statements in Item 8 of this report for further discussion.

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Operating expenses for the years ended December 31, 2009, 2008 and 2007 were as follows:

	Year Ended						Year Ended						Year Ended
	December 31,			% Change			December 31,			% Change			December 31,
	2009			2008 to 2009			2008			2007 to 2008			2007
	(Dollars in thousands)
Research and development	$	14,950			(9.0	)%	$	16,426			26.2	%	$	13,020
% of total revenue		9.5	%					8.0	%					7.1	%
Sales and marketing		48,047			(5.3	)%		50,733			9.8	%		46,195
% of total revenue		30.6	%					24.6	%					25.4	%
General and administrative		26,134			16.6	%		22,417			16.9	%		19,176
% of total revenue		16.7	%					10.9	%					10.5	%
Impairment of goodwill		—			n/m			107,671			n/m			—
% of total revenue		0.0	%					52.2	%					0.0	%
Litigation and related expenses		—			n/m			—			n/m			3,808
% of total revenue		0.0	%					0.0	%					2.1	%
Licensing income and litigation settlement		—			n/m			—			n/m			(6,000	)
% of total revenue		0.0	%					0.0	%					(3.3	)%
Total operating expenses	$	89,131			(54.8	)%	$	197,247			158.9	%	$	76,199
% of total revenue		56.8	%					95.7	%					49.0	%

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The decrease in research and development expenses in 2009 as compared to 2008 was due primarily to decreased labor costs resulting from restructuring programs we implemented during the first quarter of 2009 for which estimated costs were recorded in the fourth quarter of 2008. These restructuring programs resulted in lower cost structures during 2009, partially offset by increased consulting, outsourcing and severance costs during the last six months of 2009.

The decrease in sales and marketing expenses for 2009 as compared to 2008 was due in part to lower commissions related to lower total revenues, which decreased 24%. In addition, employee related labor and other costs decreased for the year ended December 31, 2009 as a result of efforts to reduce costs and prioritize spending during 2009.

The increase in general and administrative expenses for 2009 as compared to 2008 was due primarily to increases in staffing and professional services in our regulatory affairs and quality assurance functions and transition and separation costs associated with turnover of our President and Chief Executive Officer and two members of our Board of Directors during 2009.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

The increase in research and development expenses for 2008 compared to 2007 was due primarily to higher labor and outside contractor costs related to increased investment in future versions of our products. Additionally, research and development expenses included significant costs resulting from a planned reduction in the number of research and development personnel in order to reduce internal staffing in favor of external resources for certain products.

The increase in sales and marketing expenses for 2008 compared to 2007 was due primarily to higher commissions related to higher total revenues and higher selling expenses from foreign subsidiaries where we have added a direct presence. In addition, payroll and benefit related costs increased due to higher staffing.

The increase in general and administrative expenses for 2008 compared to 2007 was due primarily to increases in payroll and benefit related costs, including temporary labor as well as increased bad debt expense and legal expenses, partially offset by lower professional service fees related to audit, tax and consulting fees.

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Impairment of goodwill during 2008 totaled $107.7 million and represented a pre-tax full write-off of previously acquired goodwill related primarily to the merger transaction with CSI in 2005. The impairment was a result of a number of factors that existed during the fourth quarter of 2008, and primarily driven by the significant downtown in global economic conditions during this period and the related impact on our market capitalization. See Note 9 — Goodwill to the Consolidated Financial Statements in Item 8 of this report for further discussion. We had no similar expense related to impairment of goodwill or other intangible assets in 2009 or in 2007.

Litigation and related expenses for 2007 totaled $3.8 million which were comprised of settlement costs and legal fees related primarily to three cases which were settled between April and July. We had no expenses related to these same cases for the years ended December 31, 2009 or 2008.

We had no licensing income and litigation settlement benefit in 2009 or 2008. Licensing income and litigation settlement for 2007 included non cash income of $5.5 million for the license rights granted to Philips as part of the litigation settlement and a non cash gain on the transaction of $0.5 million.

Other Income and Expense

Other income, net for 2009 was $0.1 million and consisted primarily of $0.5 million income from royalty agreements and $0.1 million income associated with the implementation of a new purchase card program, substantially offset by $0.5 million in net foreign currency exchange losses.

Other income, net for 2008 was $0.6 million and consisted primarily of income from royalty agreements of $0.5 million and interest income on invested cash of $0.5 million. Additionally, other income included realized foreign currency gains related to forward exchange contracts associated with cash and accounts receivable that are denominated in currencies other than the U.S. Dollar. These realized gains were substantially offset by foreign currency losses on intercompany payables denominated in U.S. dollars owed by foreign subsidiaries.

Other income, net for 2007 was $0.8 million and consisted primarily of income from sub-lease agreements at facilities, royalty income, and foreign currency transaction gains. Interest income on invested cash was $0.5 million in 2007.

Income Taxes

During 2009 we recorded income tax expense of $42.5 million. Our worldwide effective tax rate for 2009 was 125.8% which was substantially affected by an increase to our valuation allowance against our net deferred tax assets of $54.6 million for the year ended December 31, 2009 of which $42.2 million was included in the statement of operations as deferred tax expense. We evaluated both the positive and negative evidence which existed during 2009 in making our determination to increase our valuation allowance against our deferred tax assets. Based on our evaluation of recent cumulative book losses, including the unfavorable impact of the voluntary corrective actions described above, as well as giving consideration to uncertainty regarding estimates of future profitability, we concluded that an increase to our valuation allowance was required during 2009 to reduce gross deferred tax assets to an amount that is more likely than not to be realized. As of December 31, 2009, after consideration of the valuation allowance recorded against gross deferred tax assets, the consolidated balance sheet includes a noncurrent deferred tax liability of $5.4 million relating primarily to indefinite-lived intangible assets acquired from Quinton and CSI that are not expected to reverse unless the related assets become amortizable or are impaired in future periods.

As a result of recording the valuation allowance, we effectively have not recognized a deferred tax benefit for domestic losses incurred during 2009. If in future periods we generate taxable income, we will evaluate the positive and negative evidence available at the time in order to support our analysis of the need for a valuation allowance, and as a result we may release our valuation allowance in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized. Until this occurs, we will continue to record a deferred tax benefit for any domestic losses that might be incurred in the future and will increase the recorded valuation allowance for any such additional losses. We expect to record additional tax expense in future periods related primarily to profits generated in our foreign jurisdictions in which we operate, which generally are forecasted to be marginally profitable on a financial reporting and taxable basis. Tax expense related to foreign jurisdictions was $1.0 million for the year ended December 31, 2009.

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During 2008 we recorded income tax expense of $4.1 million compared to income tax expense of $4.9 million in 2007. Our worldwide effective tax rate for 2008 was 4% and was materially affected by the pre-tax goodwill impairment charge of $107.7 million, of which substantially all was nondeductible for federal and state income tax purposes. Accordingly, substantially all of our 2008 income tax expense was based on income excluding this impairment charge. Our worldwide effective tax rate applicable to income excluding the goodwill impairment charge was approximately 31%. This worldwide effective tax rate was down from our 2007 worldwide effective tax rate of 37% due in part to a shift in income from the U.S. to foreign jurisdictions with lower income tax rates, an increase in federal and state research and development credits as well as a slight decrease in our 2008 state effective tax rate.

The worldwide effective tax rate for 2007 was 37% and resulted from our federal and state effective tax rates, partially offset by research and development credits earned during the same period.

Liquidity and Capital Resources

Cash flows for the years ended December 31, 2009, 2008 and 2007 were as follows:

	Year Ended						Year Ended						Year Ended
	December 31,			% Change			December 31,			% Change			December 31,
	2009			2008 to 2009			2008			2007 to 2008			2007
	(Dollars in thousands)
Cash provided by (used in) operating activities	$	(4,943	)		(127.9	)%	$	17,743			33.4	%	$	13,297
Cash used in investing activities		(4,170	)		2.2	%		(4,262	)		(12.5	)%		(3,788	)
Cash provided by financing activities		864			12.4	%		769			(7.1	)%		828
Effect of exchange rate changes on cash		460			87.0	%		246			n/m			3
Total change in cash and cash equivalents	$	(7,789	)		(153.7	)%	$	14,496			40.2	%	$	10,340

Cash used in operating activities of $4.9 million in 2009 resulted from our net loss of $77.0 million, substantially offset by non cash items included in net income, excluding cash, of $51.2 million, a decrease in accounts receivable of $8.9 million, and an increase in current liabilities, most notably the $15.2 million estimate for the corrective action liabilities, for which cash will be expended in future periods. Cash provided by operating activities of $17.7 million for 2008 resulted from our net loss of $98.4 million plus net non cash items included in net loss of $119.3 million (including the pre-tax goodwill impairment charge of $107.7 million) and a net increase in working capital, excluding cash, of $3.6 million. Cash provided by operating activities of $13.3 million for 2007 resulted from our net income of $8.5 million plus net non cash items included in net income of $7.5 million, reduced by a net increase in working capital of $2.7 million.

We anticipate that we will continue to use cash in operations during 2010 due in part to our anticipation of operating losses for the year and also due to the cash requirements associated with satisfying our obligations under the two previously mentioned voluntary corrective actions associated with our AEDs. Our use of cash to fund operations may be further impacted by other general business factors such as our ability to successfully sell our products and deliver our services, collect our accounts receivables, optimize lead times and inventory levels, and manage our expenses. Our ability to grow the business through possible acquisitions funded by cash or other borrowing has been reduced substantially in the foreseeable future as we plan to use a significant amount of our existing cash and cash equivalents during 2010.

Net cash used in investing activities of $4.2 million and $4.3 million for 2009 and 2008, respectively, consisted primarily of payments for capital expenditures related to investments in information technology and new manufacturing equipment and tooling for products under development, and to a lesser extent, expenditures related to leasehold improvements at our facility in Laguna Hills, CA during 2008.

Net cash used in investing activities in 2007 consisted of payments for capital expenditures of $2.0 million, purchases of short-term investments of $1.2 million, payments of acquisition related costs associated with the

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merger transaction of $1.0 million, and payment of $1.0 million in consideration of certain patent rights received as part of the Philips settlement agreement. These investing outflows were partially offset by proceeds from maturities of short-term investments of $1.4 million.

Net cash provided by financing activities for 2009, 2008 and 2007 consisted primarily of proceeds from exercises of stock options and sales of common stock under our Employee Stock Purchase Plan less minimum tax withholdings on restricted stock awards remitted to taxing authorities.

As of December 31, 2009, we had cash and cash equivalents totaled $26,9 million. We expect to incur operating losses in 2010 and to use cash in operations. We have recently initiated two voluntary corrective actions relating to its AED products, the costs of which have been estimated at $21.0 million. The costs recorded are estimates and actual costs that the company will incur to carry out the corrective actions could be more or less than the $15.2 million that is remaining in our accrued corrective action liabilities on the consolidated balance sheets as of December 31, 2009. However, we expect to spend substantially all of the required costs associated with these two voluntary corrective actions during 2010 which will negatively impact our cash position. We believe our existing cash and cash equivalents will be sufficient to fund our anticipated operating losses, meet working capital requirements and fund anticipated capital expenditures and other obligations, including the estimated remaining costs of the ongoing corrective actions, through at least December 31, 2010.

However, we may be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. As discussed in Note 2, in February 2010, we received a warning letter from the FDA noting, among other things, that the voluntary field corrective action undertaken in November 2009 is inadequate. While we are in ongoing discussions with the FDA regarding this issue, we may need to take different or additional actions than anticipated depending on the outcome of those discussions. If we are unable to satisfy the FDA’s concerns, we may be subject to regulatory action by the FDA, including but not limited to seizure, injunction, halting shipment of our products and/or civil monetary penalties. Any such actions could significantly disrupt its ongoing business and operations and have a material adverse effect on its financial position and results of operations. Additionally, the above issues and other matters, such as the recent re entry into the market of the former AED market leader, may adversely impact our projected revenues in the near term. Accordingly, we may be required to reduce costs, which could adversely impact our forecasts for revenue growth in future periods.

At December 31, 2009, we did not have any borrowings under our existing $10.0 million line of credit agreement with Silicon Valley Bank. This line of credit agreement, which originally expired in January 2010, has been extended through March 2010 and we are currently negotiating for a renewed line of credit that would extend for a year or more. There can be no assurance that we will be successful in securing a renewed line of credit and, if not, we may be required to seek alternative sources of financing that may be more expensive and have more restrictive covenants and conditions.

Given the above factors, we plan to closely monitor our projected operating results and cash balances during 2010. If we are not successful in obtaining additional financing and, to the extent our operating results are not in line with our projected results, we would have the intent to reduce costs, to the extent necessary, to enable us to continue operations through at least December 31, 2010. While such cost reductions might negatively impact future growth opportunities, we believe we have the ability to make such reductions, should they be necessary.

In addition, we may be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. For more information on the factors that may impact our financial results, please see Part I, Item 1A Risk Factors included in this Annual Report on Form 10-K. In addition, we are continually considering other acquisitions that would complement or expand our existing business or that may enable us to expand into new markets. Future acquisitions may require additional debt, equity financing, or both. We may not be able to obtain any additional financing, or may not be able to obtain additional financing on acceptable terms.

48

Contractual Obligations

The table below summarizes our contractual obligations and other commercial commitments as of December 31, 2009 (amounts in thousands):

			Less than		1-3		3-5		After
Contractual Obligations	Total		1 Year		Years		Years		5 Years
Operating leases	$	12,786	$	2,133	$	4,210	$	3,258	$	3,185
Purchase obligations		32,916		32,916		—		—		—
Total contractual obligations	$	45,702	$	35,049	$	4,210	$	3,258	$	3,185

Purchase obligations consist of outstanding purchase orders issued in the normal course of business.

At December 31, 2009 we had performance bonds of $0.1 million outstanding which were collateralized by letters of credit issued by Silicon Valley Bank in connection with various sales contracts or financing arrangements.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We develop products in the U.S. and sell them worldwide. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Since the majority of our revenues are currently priced in U.S. dollars and are translated to local currency amounts, a strengthening of the dollar could make our products less competitive in foreign markets.

49

Item 8.   Financial Statements and Supplementary Data

CARDIAC SCIENCE CORPORATION
AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Management’s Report on Internal Control Over Financial Reporting	51
Report of Independent Registered Public Accounting Firm	52
Consolidated Balance Sheets	53
Consolidated Statements of Operations	54
Consolidated Statements of Equity and Comprehensive Income (Loss)	55
Consolidated Statements of Cash Flows	56
Notes to Consolidated Financial Statements	57
Schedule II — Valuation and Qualifying Accounts	88

50

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework as of December 31, 2009 in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2009, which is included on page 52.

51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Cardiac Science Corporation:

We have audited the accompanying consolidated balance sheets of Cardiac Science Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule II. We also have audited Cardiac Science Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Cardiac Science Corporation’s management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting on page 51. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cardiac Science Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, the Company changed its accounting for minority interests as required by Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (included in FASB ASC Topic 810, “Consolidation”), effective January 1, 2009. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, Cardiac Science Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/  KPMG LLP

Seattle, Washington

March 15, 2010

52

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2009			2008
	(In thousands, except share amounts)
ASSETS
Current Assets:
Cash and cash equivalents	$	26,866		$	34,655
Accounts receivable, net of allowance for doubtful accounts of $1,017 and $1,186, respectively		24,228			31,665
Inventories		23,581			24,692
Deferred income taxes		—			8,366
Prepaid expenses and other current assets		3,702			3,144
Total current assets		78,377			102,522
Other assets		872			428
Machinery and equipment, net of accumulated depreciation and amortization
of $17,490 and $15,190, respectively		8,406			6,994
Deferred income taxes		31			28,452
Intangible assets, net of accumulated amortization of $17,876 and $13,889, respectively		27,988			31,278
Investments in unconsolidated entities		386			534
Total assets	$	116,060		$	170,208
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	11,030		$	12,711
Accrued liabilities		12,216			13,535
Warranty liability		4,028			3,796
Deferred revenue		7,919			7,918
Corrective action liabilities		15,249			—
Total current liabilities		50,442			37,960
Deferred income taxes		5,389			—
Total liabilities		55,831			37,960
Equity:
Cardiac Science Corporation shareholders’ equity:
Preferred stock (10,000,000 shares authorized), $0.001 par value, no shares issued or outstanding as of December 31, 2009 and 2008, respectively		—			—
Common stock (65,000,000 shares authorized), $0.001 par value, 23,566,320 and 22,998,364 shares issued and outstanding at December 31, 2009 and 2008, respectively		231,159			227,303
Accumulated other comprehensive income (loss)		304			(70	)
Accumulated deficit		(172,527	)		(95,530	)
Total Cardiac Science Corporation shareholders’ equity		58,936			131,703
Noncontrolling interests		1,293			545
Total equity		60,229			132,248
Total liabilities and equity	$	116,060		$	170,208

The accompanying notes are an integral part of these consolidated financial statements.

53

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2009			2008			2007
	(In thousands, except share and per share data)
Revenues:
Products	$	139,236		$	187,502		$	166,006
Service		17,612			18,651			16,125
Total revenues		156,848			206,153			182,131
Cost of Revenues:
Products		68,108			91,189			81,342
Corrective action costs		21,000			—			—
Service		12,557			12,681			12,373
Total cost of revenues		101,665			103,870			93,715
Gross profit		55,183			102,283			88,416
Operating Expenses:
Research and development		14,950			16,426			13,020
Sales and marketing		48,047			50,733			46,195
General and administrative		26,134			22,417			19,176
Impairment of goodwill		—			107,671			—
Litigation and related expenses		—			—			3,808
Licensing income and litigation settlement		—			—			(6,000	)
Total operating expenses		89,131			197,247			76,199
Operating income (loss)		(33,948	)		(94,964	)		12,217
Other Income:
Interest income		66			489			479
Interest expense		—			—			(77	)
Other income, net		102			635			799
Total other income		168			1,124			1,201
Income (loss) before income tax expense		(33,780	)		(93,840	)		13,418
Income tax expense		(42,462	)		(4,093	)		(4,924	)
Net income (loss)		(76,242	)		(97,933	)		8,494
Less: net income attributable to noncontrolling interests		(755	)		(451	)		(4	)
Net income (loss) attributable to Cardiac Science Corporation	$	(76,997	)	$	(98,384	)	$	8,490
Net income (loss) per share attributable to
Cardiac Science Corporation:
Basic	$	(3.31	)	$	(4.30	)	$	0.37
Diluted	$	(3.31	)	$	(4.30	)	$	0.37
Weighted average shares outstanding:
Basic		23,263,717			22,869,920			22,697,113
Diluted		23,263,717			22,869,920			23,197,911

The accompanying notes are an integral part of these consolidated financial statements.

54

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME (LOSS)

													Total
													Cardiac
							Accumulated			Retained			Science
							Other			Earnings			Corporation
							Comprehensive			(Accumulated			Shareholders’			Noncontrolling			Total
	Shares			Amount			Income (Loss)			Deficit)			Equity			Interests			Equity
	(In thousands)
Balance, December 31, 2006		22,598		$	221,213		$	20		$	(5,636	)	$	215,597		$	75		$	215,672
Issuance of common stock upon exercise of stock options		74			368			—			—			368			—			368
Stock-based compensation		—			2,257			—			—			2,257			—			2,257
Proceeds from issuance of stock under employee stock purchase plan		80			553			—			—			553			—			553
Stock awards		44			—			—			—			—			—			—
Minimum tax withholding on stock awards		(14	)		(141	)		—			—			(141	)		—			(141	)
Investment in consolidated joint venture by noncontrolling interest		—			—			—			—			—			48			48
Comprehensive income :
Net income		—			—			—			8,490			8,490			4			8,494
Unrealized gain on available-for-sale securities, net of income tax effect of $87		—			—			147			—			147			—			147
Total comprehensive income														8,637			4			8,641
Balance, December 31, 2007		22,782			224,250			167			2,854			227,271		$	127			227,398
Issuance of common stock upon exercise of stock options		86			500			—			—			500			—			500
Stock-based compensation		—			2,194			—			—			2,194			—			2,194
Proceeds from issuance of stock under employee stock purchase plan		90			603			—			—			603			—			603
Stock awards		60			—			—			—			—			—			—
Minimum tax withholding on stock awards		(20	)		(244	)		—			—			(244	)		—			(244	)
Purchase of noncontrolling interest		—			—			—			—			—			(33	)		(33	)
Comprehensive income (loss):
Net income (loss)		—			—			—			(98,384	)		(98,384	)		451			(97,933	)
Unrealized loss on available-for-sale securities, net of income tax effect of ($65)		—			—			(128	)		—			(128	)		—			(128	)
Foreign currency translation adjustments		—			—			(109	)		—			(109	)		—			(109	)
Total comprehensive income (loss)														(98,621	)		451			(98,170	)
Balance, December 31, 2008		22,998			227,303			(70	)		(95,530	)		131,703			545			132,248
Issuance of common stock upon
exercise of stock options		193			528			—			—			528			—			528
Stock-based compensation		—			2,670			—			—			2,670			—			2,670
Proceeds from issuance of stock under employee stock purchase plan		169			464			—			—			464			—			464
Stock awards		148			—			—			—			—			—			—
Minimum tax withholding on stock awards		(42	)		(128	)		—			—			(128	)		—			(128	)
Issuance of common stock in asset acquisition		100			322			—			—			322			—			322
Comprehensive income (loss):
Net income (loss)		—			—			—			(76,997	)		(76,997	)		755			(76,242	)
Unrealized loss on available-for-sale securities, net of income tax effect of ($37)		—			—			(110	)		—			(110	)		—			(110	)
Foreign currency translation adjustments		—			—			484			—			484			(7	)		477
Total comprehensive income (loss)														(76,623	)		748			(75,875	)
Balance, December 31, 2009		23,566		$	231,159		$	304		$	(172,527	)	$	58,936		$	1,293		$	60,229

The accompanying notes are an integral part of these consolidated financial statements.

55

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Operating Activities:
Net income (loss)	$	(76,242	)	$	(97,933	)	$	8,494
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation		2,645			2,173			2,233
Gain on disposal of machinery and equipment		—			—			(16	)
Depreciation and amortization		6,294			6,327			6,746
Impairment of goodwill		—			107,671			—
Licensing income and litigation settlement		—			—			(6,000	)
Deferred income taxes		42,215			3,093			4,494
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable, net		8,939			(2,825	)		(2,468	)
Inventories		1,100			(2,877	)		(4,153	)
Prepaid expenses and other assets		(2,545	)		(645	)		(304	)
Accounts payable		(1,511	)		(543	)		1,031
Accrued liabilities		(1,320	)		2,940			1,531
Warranty liability		232			585			679
Corrective action liabilities		15,249			—			—
Deferred revenue		1			(223	)		1,030
Net cash provided by (used in) operating activities		(4,943	)		17,743			13,297
Investing Activities:
Purchases of short-term investments		—			(845	)		(1,240	)
Maturities of short-term investments		—			1,195			1,437
Purchases of machinery and equipment		(3,856	)		(3,911	)		(2,014	)
Purchases of intangibles		(370	)		—			—
Purchase of patents as part of litigation settlement		—			—			(1,000	)
Proceeds from repayment of notes		110			38			—
Cash paid for acquisitions		(54	)		(739	)		(971	)
Net cash used in investing activities		(4,170	)		(4,262	)		(3,788	)
Financing Activities:
Proceeds from exercise of stock options and issuance of shares under employee stock purchase plan		992			1,103			921
Minimum tax withholding on stock awards		(128	)		(244	)		(141	)
Investment in consolidated joint venture by noncontrolling interest		—			—			48
Purchase of shares from noncontrolling interest		—			(90	)		—
Net cash provided by financing activities		864			769			828
Effect of exchange rate changes on cash and cash equivalents		460			246			3
Net change in cash and cash equivalents		(7,789	)		14,496			10,340
Cash and cash equivalents, beginning of period		34,655			20,159			9,819
Cash and cash equivalents, end of period	$	26,866		$	34,655		$	20,159
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds	$	420		$	1,026		$	338
Cash paid for interest		—			—		$	25
Supplemental disclosures of noncash investing and financing activities:
Intangible assets acquired in licensing income and litigation settlement	$	—			—		$	6,000
Increase (decrease) in accrued machinery and equipment purchases	$	(212	)	$	396			—
Conversion of accounts receivable to note receivable	$	228		$	330			—
Acquisitions of intangible assets	$	322			—			—

The accompanying notes are an integral part of these consolidated financial statements.

56

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

Organization and Description of Business

Cardiac Science develops, manufactures, and markets a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators (AED), electrocardiograph devices (ECG/EKG), cardiac stress test treadmills and systems, Holter monitoring systems, hospital defibrillators, cardiac rehabilitation telemetry systems, vital signs and spot check monitors, and cardiology data management systems (informatics) that connect with hospital information (HIS), electronic medical record (EMR), and other information systems. The company sells a variety of related products and consumables and provides a portfolio of training, maintenance, and support services. Cardiac Science, the successor to the cardiac businesses that established the trusted Burdick^®, Quinton^® and Powerheart^® brands, is headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, the company has operations in North America, Europe, and Asia.

The Company is the result of the combination of Quinton Cardiology Systems, Inc. (“Quinton”) and Cardiac Science, Inc. (“CSI”) pursuant to a merger transaction (“Merger”) that was completed on September 1, 2005.

Basis of Presentation

Basis of Presentation

The Company follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB”. The FASB sets U.S. generally accepted accounting principles (“U.S. GAAP”) that the Company follows to ensure it consistently reports its financial position, results of operations, and cash flows. References to U.S. GAAP issued by the FASB in the Company’s notes to its consolidated financial statements are to the FASB Accounting Standards Codification, sometimes referred to as the “Codification” or “ASC”. The Codification was implemented on July 1, 2009 and is effective for interim and annual periods ending after September 15, 2009. The Company adopted the Codification and has conformed its consolidated financial statements and related notes to the Codification for the year ended December 31, 2009.

The accompanying consolidated financial statements present the Company on a consolidated basis, including the Company’s wholly owned subsidiaries and its majority owned joint ventures. All intercompany accounts and transactions have been eliminated.

Effective January 1, 2009, the Company adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (included in FASB ASC Topic 810, “Consolidation”). The guidance requires, among other things, that noncontrolling interests be separately presented as a component of equity on the consolidated balance sheets, and applied prospectively with the exception of presentation and disclosure requirements. As a result of the adoption of this guidance, the Company reclassified $545,000, $127,000, and $75,000 of minority interests previously classified in the mezzanine section (after total liabilities and before shareholders’ equity) as of December 31, 2008, 2007, and 2006, respectively, to noncontrolling interests within “Equity” on the consolidated balance sheets and included changes to noncontrolling interests in the statements of equity and comprehensive income (loss). The Company also modified the format of the consolidated statements of operations to conform to the disclosure requirements of this guidance for all periods presented. The presentation and disclosure requirements have been retrospectively applied for all periods presented. The adoption of this guidance had no impact on net income (loss) attributable to Cardiac Science Corporation.

Liquidity

As of December 31, 2009, the Company’s cash and cash equivalents totaled $26,900,000. The Company expects to incur operating losses in 2010 and to use cash in operations. The Company has recently initiated two voluntary corrective actions relating to its AED products, the costs of which have been estimated at $21,000,000. The costs recorded are estimates and actual costs that the company will incur to carry out the corrective actions could be more or less than the $15,249,000 that is remaining in the Company’s accrued corrective action liabilities on the consolidated

57

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

balance sheets as of December 31, 2009. However, the Company expects to spend substantially all of the required costs associated with these two voluntary corrective actions during 2010 which will negatively impact the Company’s cash position. The Company believes its existing cash and cash equivalents will be sufficient to fund its anticipated operating losses, meet working capital requirements and fund anticipated capital expenditures and other obligations, including the estimated remaining costs of the ongoing corrective actions, through at least December 31, 2010.

However, the Company may be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond the Company’s control. As discussed in Note 2, in February 2010, the Company received a warning letter from the FDA noting, among other things, that the voluntary field corrective action undertaken in November 2009 is inadequate. While the Company is in ongoing discussions with the FDA regarding this issue, the Company may need to take different or additional actions than anticipated depending on the outcome of those discussions. If the Company is unable to satisfy the FDA’s concerns, the Company may be subject to regulatory action by the FDA, including but not limited to seizure, injunction, halting shipment of our products and/or civil monetary penalties. Any such actions could significantly disrupt its ongoing business and operations and have a material adverse effect on its financial position and results of operations. Additionally, the above issues and other matters, such as the recent re entry into the market of the former AED market leader, may adversely impact the Company’s projected revenues in the near term. Accordingly, the Company may be required to reduce costs, which could adversely impact the Company’s forecasts for revenue growth in future periods.

Furthermore, the Company may be forced to borrow or obtain additional sources of financing in order to sustain its operations. At December 31, 2009, the Company did not have any borrowings under its existing $10,000,000 line of credit agreement with Silicon Valley Bank. This line of credit agreement, which originally expired in January 2010, has been extended through March 2010 and the Company is currently negotiating for a renewed line of credit that would extend for a year or more. There can be no assurance that the Company will be successful in securing a renewed line of credit and, if not, it may be required to seek alternative sources of financing that may be more expensive and have more restrictive covenants and conditions. The Company may not be able to obtain any additional financing, or may not be able to obtain additional financing on acceptable terms.

Given the above factors, the Company plans to closely monitor its projected operating results and cash balances during 2010. If the Company is not successful in obtaining additional financing and, to the extent the Company’s operating results are not in line with its projected results, the Company would have the intent to reduce costs, to the extent necessary, to enable the Company to continue operations through at least December 31, 2010. While such cost reductions might negatively impact future growth opportunities, the Company believes it has the ability to make such reductions, should they be necessary.

Use of Estimates

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. These estimates include the collectibility of accounts receivable, the recoverability of inventory, the adequacy of warranty liabilities, the adequacy of our liabilities for corrective actions, the valuation of stock awards, the fair value of patent rights, intra-period tax allocation, the realizability of investments, the realizability of deferred tax assets and valuation and useful lives of tangible and intangible assets, including goodwill, among others. The market for the Company’s products is characterized by intense competition, rapid technological development and frequent new product introductions, all of which could affect the future realizability of the Company’s assets. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

58

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash Equivalents

Highly liquid investments with a maturity at the date of purchase of three months or less are considered cash equivalents.

Short-term Investments

The Company’s short-term investments are classified as available-for-sale. At December 31, 2007 short-term investments consisted of investment grade commercial paper and U.S. government and agencies’ discount notes maturing within one year. The securities are carried at fair value, with the unrealized gains and losses included in accumulated other comprehensive income (loss), net of tax. Realized gains or losses on the sale of marketable securities are identified on a specific identification basis and are reflected as a component of interest income or expense.

The Company had no short-term investments at December 31, 2009 or December 31, 2008. There were no significant realized gains or losses on the sale of short-term investments during the years ended December 31, 2009 and 2008. Gross unrealized gains and losses at December 31, 2009 and 2008 were not significant.

Accounts Receivable

Accounts receivable represent a significant portion of the Company’s assets. Management makes estimates of the collectability of accounts receivable, including analyzing historical write-offs, changes in the Company’s internal credit policies and customer concentrations when evaluating the adequacy of the Company’s allowance for doubtful accounts. Different estimates regarding the collectability of accounts receivable may have a material impact on the timing and amount of reported bad debt expense and on the carrying value of accounts receivable.

Inventories

Inventory is valued at the lower of cost or market. Cost is determined using a standard cost method, including material, labor and factory overhead. The Company records inventory write-downs based on its estimate of excess and/or obsolete inventory.

Machinery and Equipment

Machinery and equipment are stated at cost. Machinery and equipment are depreciated using the straight-line method over the estimated useful lives of the assets of 2 to 14 years. Leasehold improvements are capitalized and amortized over the shorter of the estimated useful lives or the remaining lease term. Expenditures for maintenance and repairs are expensed as incurred. Upon retirement or disposal, the cost and accumulated depreciation of machinery and equipment are reduced and any gain or loss is recorded relative to cash proceeds received, if any.

The Company capitalizes direct development costs associated with internal-use software, including external direct costs of materials and services, and payroll costs for employees devoting time to the software projects. These costs are included within “Machinery and Equipment’ and are amortized on a straight-line basis over the estimated useful life of the software once it is available for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Indefinite Lived Intangible Assets

The Company’s indefinite lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired.

The Company’s indefinite lived intangible assets are comprised primarily of the Burdick and Cardiac Science trade names which were acquired in the Company’s acquisitions of Spacelabs Burdick, Inc. (“Burdick”) in 2003 and the merger transaction between Quinton Cardiology Systems, Inc. (“Quinton”) and Cardiac Science, Inc. (“CSI”) in 2005. Management uses judgment to estimate the useful lives of each intangible asset. The Company believes the Burdick and Cardiac Science trade names have indefinite lives, and accordingly, values of the trade names are not amortized.

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The Company periodically reevaluates its conclusion that the trade names have indefinite lives and makes a judgment about whether there are factors that would limit the ability to benefit from the trade names in the future. If there were such factors, the Company would amortize the value of the trade names. Trade name indefinite lived intangible assets are tested for impairment annually or whenever events or changes in circumstances indicate the asset may be impaired. Trade name intangible assets are reviewed for impairment by comparing the fair value of the asset to its carrying value. The Company uses judgment to estimate the fair value of trade names. The judgment about fair value is based primarily on expectations of future cash flows and an appropriate discount rate.

The Company evaluated their indefinite lived intangible assets for impairment during 2009 and 2008 and determined no impairment was necessary for its indefinite lived intangible assets and did not record an impairment charge during either period.

Valuation of Long-Lived Assets

Long-lived assets, such as property and equipment, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized on the Company’s consolidated statements of operations and as a reduction to the asset group if it is concluded that the fair market value of the asset group is less than its carrying value. The Company uses judgment to estimate the useful lives of its intangible assets subject to amortization and evaluate the remaining useful lives annually.

Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

The Company evaluated their long-lived assets for impairment during 2009 and 2008 and determined no impairment was necessary for its long-lived assets and did not record an impairment charge during either period.

Goodwill

Goodwill recorded through 2008, represented the excess of cost over the estimated fair value of net assets acquired primarily in connection with Quinton’s acquisitions of a medical treadmill manufacturing line in 2002, the acquisition of Burdick in 2003 and in connection with the merger transaction between Quinton and CSI in September 2005. In accordance with authoritative guidance issued by the FASB, goodwill is not amortized and the Company tests goodwill for impairment at the reporting unit level on an annual basis and between annual tests in certain circumstances. The Company determined that it has one reporting unit, consisting of general cardiology products, which also includes the product service business.

Authoritative guidance issued by the FASB requires a two-step goodwill impairment test whereby the first step, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is potentially impaired, thus the second step of the goodwill impairment test is used to quantify the amount of any impairment that exists. Management estimated the fair value of the Company’s reporting unit was less than the carrying value during the fourth quarter of 2008 and ultimately recorded a write-off of all previously acquired goodwill totaling $107,671,000. See Note 9 for further discussion of the impairment charge. The Company did not enter into any business combinations during the year ended December 31, 2009 and thus no new goodwill has been recorded since this impairment charge was recorded.

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Deferred Tax Assets and Income Taxes

The Company accounts for income taxes under the asset and liability method under which deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and operating loss and tax credit carryforwards. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and operating loss and tax credit carryforwards are expected to be recovered or settled.

Litigation and Other Contingencies

The Company regularly evaluates its exposure to threatened or pending litigation and other business contingencies. Because of the uncertainties related to the amount of loss from litigation and other business contingencies, the recording of losses related to such exposures requires significant judgment about the potential range of outcomes. As additional information about current or future litigation or other contingencies becomes available, the Company will assess whether such information warrants the recording of additional expense relating to these contingencies. A loss contingency, to be recorded as an expense, must be both probable and measurable.

Restructuring Costs

In December 2008, the Company decided to implement a restructuring plan. The restructuring plan included a 12% reduction in work force, primarily impacting the Company’s product development, manufacturing, and customer service organizations. The restructuring was implemented in order to realign the Company’s cost structure, become more flexible and efficient in operations, and operate profitably in a range of scenarios related to economic uncertainty. The Company recorded severance charges of approximately $1,203,000 in the fourth quarter of 2008 related to this restructuring and other terminations resulting from the realignment of the research and development organization. As of December 31, 2009, all obligations related to this restructuring had been paid.

Revenue Recognition

Revenue from sales of hardware products is generally recognized when title transfers to the customer, typically upon shipment. Some of the Company’s customers are distributors that sell goods to third party end users. Except for certain identified distributors where collection may be contingent on distributor resale, the Company recognizes revenue on sales of products made to distributors when title transfers to the distributor and all significant obligations have been satisfied. In making a determination of whether significant obligations have been met, the Company evaluates any installation or integration obligations to determine whether those obligations are inconsequential or perfunctory. In cases where the remaining installation or integration obligation is not determined to be inconsequential or perfunctory, the Company defers the portion of revenue associated with the fair value of the installation and integration obligation until these services have been completed.

Distributors do not have price protection and generally do not have product return rights, except if the product is defective upon shipment or shipped in error, and in some cases upon termination of the distributor agreement. For certain identified distributors where collection may be contingent on the distributor’s resale, revenue recognition is deferred and recognized on a “sell through” or cash basis. The determination of whether sales to distributors are contingent on resale is subjective because the Company must assess the financial wherewithal of the distributor to pay regardless of resale. For sales to distributors, the Company considers several factors, including past payment history, where available, trade references, bank account balances, Dun & Bradstreet reports and any other financial information provided by the distributor, in assessing whether the distributor has the financial wherewithal to pay regardless of, or prior to, resale of the product and that collection of the receivable is not contingent on resale.

The Company offers limited volume price discounts and rebates to certain distributors. Volume price discounts are on a per order basis based on the size of the order and are netted against the revenue recorded at the time of

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shipment. The Company has some arrangements with key distributors that provide for volume discounts based on meeting certain quarterly or annual purchase levels or based on sales volumes of certain of our products during a defined period when they offer a promotion. Rebates are accrued for as incurred and are recorded as offset to revenue.

The Company accounts for the licensing of software and arrangements where software is considered more than incidental to the product as software revenue arrangements. The Company uses judgment when determining the appropriate accounting for our software revenue arrangements, including whether an arrangement includes multiple elements, and if so, whether vendor-specific objective evidence (“VSOE”) of fair value exists for those elements. A portion of software revenue is recorded as unearned due to undelivered elements including, in some cases, software implementation and post-delivery support. The amount of revenue allocated to undelivered elements is based on the sales price of each element when sold separately (VSOE) using the residual method.

Revenue from post-delivery support is recognized over the service period, which is typically one year and revenue from software implementation services is recognized as the services are provided (based on VSOE of fair value). When significant implementation activities are required, the Company recognizes revenue upon completion of the installation. Changes to the elements in a software arrangement and the ability to identify VSOE of fair value for those elements could materially impact the amount of earned and unearned revenue.

The Company considers program management packages and training and other services as separate units of accounting when sold with an AED based on the fact that the items have value to the customer on a stand alone basis and could be acquired from another vendor. Fair value is determined to be the price at which they are sold to customers on a stand alone basis. Training revenue is deferred and recognized at the time the training occurs. AED program management services revenue, pursuant to annual or multi-year agreements that exist with some customers pursuant to annual or multi-year terms, is deferred and amortized on a straight-line basis over the related contract period.

The Company offers optional extended service contracts to customers. Fair value is determined to be the price at which they are sold to customers on a stand alone basis. Service contract revenues are recognized on a straight-line basis over the term of the extended service contracts, which generally begin after the expiration of the original warranty period. For services performed, other than pursuant to warranty and extended service contract obligations, revenue is recognized when the service is performed and collection of the resulting receivable is reasonably assured.

Upfront license fees are deferred and recognized as revenue using the straight-line method over the term of the related license agreement. Royalty revenues are due and payable quarterly (generally 60 days after period end) pursuant to the related license agreements. An estimate of royalty revenues is recorded quarterly in the period earned based on the prior quarter’s historical results adjusted for any new information or trends known to management at the time of estimation.

Freight charges billed to customers and included in revenue were approximately $1,837,000, $2,259,000 and $2,306,000 in 2009, 2008 and 2007, respectively. The associated expense is classified within cost of revenues in the accompanying consolidated statements of operations.

Sales Returns

The Company provides a reserve against revenue for estimated product returns. The amount of this reserve is evaluated quarterly based upon historical trends.

Segment Reporting

Authoritative guidance issued by the FASB requires public companies to disclose certain information about each of their reportable segments. Based on the similar economic and operating characteristics of the components of

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the Company’s business, the Company has one reportable segment, which markets various non-invasive cardiology products and services. See Note 3, Segment Reporting, for further discussion.

Export Sales

For the years ended December 31, 2009, 2008 and 2007, export sales were 33%, 39% and 26%, respectively, of total revenues. Export sales are primarily denominated in U.S. dollars. Accordingly, the Company did not incur significant foreign currency transaction gains or losses.

Foreign Currency Transactions and Translation

The functional currency of the Company’s foreign operations in Denmark is the U.S. dollar and therefore, the financial statements of this entity are maintained in U.S. dollars. Any assets and liabilities in foreign currencies, such as bank accounts and certain payables, are re-measured in U.S. dollars at period-end exchange rates in effect. Any transactions in foreign currencies, such as wages paid in local currencies, are re-measured in U.S. dollars using an average monthly exchange rate. Any resulting gains and losses are included in operations and were not significant in any period.

The Company maintains the financial statements in the local currency of the countries in which its consolidated joint ventures, Cardiac Science Shanghai and Cardiac Science France are located, as well as its wholly owned subsidiaries in the U.K. and Germany. Thus, assets and liabilities are translated to U.S. dollars at exchange rates in effect at period end for consolidated reporting. Translation adjustments are included in accumulated other comprehensive income (loss) in shareholders’ equity and in noncontrolling interests within total equity. Gains and losses on foreign currency transactions are included in operations and were not significant in any period.

Advertising Costs

The cost of advertising is expensed as incurred. During the years ended December 31, 2009, 2008 and 2007, the Company incurred advertising expenses of $671,000, $870,000 and $1,327,000, respectively.

Warranty and Corrective Action Costs

The Company provides warranty service covering many of the products and systems it sells. Estimated future costs of providing warranty service, which relate principally to the hardware components of the systems, are provided when the systems are sold. Estimated future costs are based on warranty claims history and other relevant information.

The Company’s sales to customers generally include certain provisions for indemnifying customers against liabilities if the Company’s software products infringe a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the consolidated financial statements.

The Company provides for additional warranty costs associated with field corrective actions and other product recalls when the likelihood of incurring costs associated with these matters becomes probable and estimable. The Company records estimated warranty costs associated with field corrective actions and product recalls as part of cost of revenues on the consolidated statements of operations and within corrective action liabilities on the consolidated balance sheets.

During 2009, the Company recorded estimated costs of $21,000,000 related to two separate voluntary corrective actions associated with its AEDs classified in the consolidated statements of operations as corrective action costs. The estimated costs associated with these corrective actions required significant judgment related to the nature and timing of costs that will be incurred, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes employed by them to carry out the

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initiatives, the customer response rate in implementing any field upgrades or recalls, the level of required follow up with customers, the extent to which the Company may rely on third parties to assist with portions of executing on its plans to carry out the corrective actions, and the length of time and other resources required to complete the corrective actions, among others. The Company evaluates the adequacy of its accruals for these corrective actions on a regular basis and will make adjustments to its estimates if facts and circumstances indicate that changes to the initial estimates are appropriate.

Research and Development Costs

Research and development costs are expensed as incurred.

Noncontrolling Interests

The Company reports its noncontrolling interests in consolidated subsidiaries and joint ventures (previously referred to as “minority interests”) as a component of equity in the Company’s consolidated balance sheets separate from the parent’s equity. Transactions that do not result in the deconsolidation of the subsidiary are recorded as equity transactions, while those transactions that do result in a change from noncontrolling to controlling ownership, or a deconsolidation of the subsidiary, are recorded in net income (loss) with the gain or loss measured at fair value.

Comprehensive Income (Loss)

For the Company, components of other comprehensive income consist of unrealized gains and losses on available-for-sale securities, net of related income tax effects and translation adjustments related to consolidation of financial statements from international operations.

Accumulated other comprehensive income (loss) consists of the following:

	December 31,
	2009			2008
	(In thousands)
Unrealized gain on securities, net of income tax effect of zero and ($37), respectively	$	(71	)	$	39
Foreign currency translation adjustments		375			(109	)
Total accumulated other comprehensive income (loss)	$	304		$	(70	)

Financial Instruments and Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. Financial instruments that are short-term and/or that have little or no market risk are estimated to have a fair value equal to book value. The assets and liabilities listed above fall under this category.

Stock-Based Compensation

Stock-based compensation expense is recognized in the consolidated financial statements for granted stock options and for expense related to the Employee Stock Purchase Plan (“ESPP”), since the related purchase discounts exceeded the amount allowed for non-compensatory treatment. Compensation expense recognized included the estimated expense for stock options granted on and subsequent to January 1, 2006, based on the grant date fair value and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of December 31, 2005, based on the grant date fair value. Further, forfeitures are estimated for share-based

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awards that are not expected to vest. Compensation expense for non-vested stock awards is based on the market price on the grant date and is recorded equally over the vesting period.

Determining the fair value of share-based awards at the grant date requires judgment, including estimating future volatility, expected term and the amount of share-based awards that are expected to be forfeited. If actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations could be materially impacted.

Net Income (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) attributable to Cardiac Science Corporation by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the exercise of stock options, non-vested stock awards, warrants and issuance of shares under the ESPP using the treasury stock method. Common equivalent shares are excluded from the calculation if their effect is antidilutive.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Cardiac Science Corporation:

	Year Ended December 31,
	2009			2008			2007
	(In thousands, except share data)
Numerator:
Net income (loss) attributable to Cardiac Science Corporation	$	(76,997	)	$	(98,384	)	$	8,490
Denominator:
Weighted average shares for basic calculation		23,263,717			22,869,920			22,697,113
Incremental shares from employee stock options, non-vested stock awards and ESPP		—			—			500,798
Weighted average shares for diluted calculation		23,263,717			22,869,920			23,197,911

The following table sets forth the number of antidilutive shares issuable upon exercise of stock options, non-vested stock awards, ESPP and warrants excluded from the computation of diluted income (loss) per share:

	Year Ended December 31,
	2009		2008		2007
Antidilutive shares issuable upon exercise of stock options		3,129,923		2,896,877		2,459,875
Antidilutive shares issuable upon exercise of warrants		—		237,775		288,984
Antidilutive shares related to non-vested stock awards and ESPP		1,215,460		289,836		194,904
Total		4,345,383		3,424,488		2,943,763

Accounting for Licensing Income and Litigation Settlement

During the second quarter of fiscal 2007, the Company entered into a Settlement Agreement with Koninklijke Philips Electronics N.V. (“Philips”) pursuant to which the parties agreed to dismiss all pending claims between the parties in consideration for cross-licenses of certain patents between the parties and a $1,000,000 payment from the Company to Philips. The fair value of the intangible assets acquired of $7,000,000 and royalty income received of

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$5,500,000 was measured based upon estimated future royalty streams that would have been due to both parties for the use of their patents. The Company determined that because there are no future activities or obligations required by the Company with respect to the patent rights granted to Philips the $5,500,000 was realized and earned at completion of the transaction. This fair value was then limited to the net present value of the payment streams. The Company also recorded a gain on the transaction of $500,000, included in licensing income and litigation settlement, because the fair value of the intangible assets received in the transaction was estimated to exceed the fair value of the intangible assets given up and, in the case of the Company, the cash paid. The intangible assets’ value will be amortized to cost of product revenues based upon the estimated remaining economic life of the patents of 13 years, which will approximate $500,000 annually.

Litigation and Related Expenses

Litigation and related expenses included settlement costs and legal fees related primarily to three cases which were settled between April 2007 and July 2007, including the case with Philips.

On April 30, 2007, the Company entered into a Settlement Agreement and Mutual Release (“Agreement”) with the Institute of Applied Management and Law, Inc. (“IAML”) in connection with the Company’s previously disclosed arbitration against CSI for alleged failure to perform on a marketing agreement. The Agreement was a complete and final resolution and settlement of respective differences, positions and claims. As consideration for the Agreement, the Company paid IAML $500,000, which has been included as part of litigation and related expenses in 2007.

On July 26, 2007, the Company entered into a settlement agreement with William S. Parker (“Parker”) in connection with the Company’s previously disclosed patent litigation, providing for a full release of the Company from all claims made in the lawsuit. Costs relating to this settlement were included as part of litigation and related expenses in 2007.

Customer and Vendor Concentrations

The following table summarizes the customers accounting for 10% or more of our total revenues:

	Year Ended December 31,
Customer	2009		2008			2007
Nihon Kohden Corporation		*		19	%		11	%

     

*      Did not exceed 10%.

On June 15, 2009, the Company notified Nihon Kohden Corporation (“Nihon Kohden”), its exclusive distributor of AEDs in Japan, that its OEM Supply and Purchase Agreement dated effective as of January 1, 2008 (the “OEM Agreement”) will terminate effective June 15, 2010. The Company elected to terminate the OEM Agreement in order to explore alternative means of distributing its AED products in Japan, which may or may not include further collaboration with Nihon Kohden.

The following table summarizes the vendors accounting for 10% or more of our purchases:

	Year Ended December 31,
Vendor	2009			2008			2007
Vendor 1		14	%		18	%		16	%

Although components are available from other sources, a key vendor’s inability or unwillingness to supply components in a timely manner or on terms acceptable to the Company could adversely affect the Company’s ability to meet customers’ demands.

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Taxes Collected from Customers and Remitted to Governmental Authorities

The Company uses the net method (excluded from revenue) for reporting taxes that are assessed by a governmental authority that are directly imposed on revenue-producing transactions, i.e. sales, use and value-added taxes.

Reclassifications

Certain reclassifications of 2008 and 2007 amounts have been made for consistent presentation with 2009.

Recent Accounting Pronouncements

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for the Company with the reporting period beginning January 1, 2011. Other than requiring additional disclosures, adoption of this new guidance will not have a material impact on the Company’s financial statements.

In September 2009, the Emerging Issues Task Force (“EITF”) reached a consensus related to revenue arrangements with multiple deliverables, which the FASB then issued as an Accounting Standards Update (“ASU”), 2009-13. The ASU amends Accounting Standards Codification (“ASC”) Subtopic 605-25, “Revenue Recognition — Multiple Element Arrangements” and provides application guidance on whether multiple deliverables exist in a revenue arrangement, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This ASU establishes a selling price hierarchy for determining the selling price of a deliverable based on vendor-specific objective evidence, if available, third-party evidence, or estimated selling price if neither vendor-specific nor third-party evidence is available. The ASU can be applied on a prospective basis or in certain circumstances on a retrospective basis. The Company plans to adopt this ASU on a prospective basis beginning January 1, 2011. The Company believes the adoption of this ASU may have an impact its financial position and results of operations, however it is uncertain whether the impact will be material. The Company is continuing to evaluate this ASU as of December 31, 2009.

In September 2009, the EITF reached a consensus related to revenue arrangements that include software elements, which the FASB issued as ASU, 2009-14. The ASU amends ASC Subtopic 985-605, “Software — Revenue Recognition”. Previously, companies that sold tangible products with “more than incidental” software were required to apply software revenue recognition guidance. This guidance often delayed revenue recognition for the delivery of the tangible product. Under the new guidance, tangible products that have software components that are “essential to the functionality” of the tangible product will be excluded from the software revenue recognition guidance. The new guidance will include factors to help companies determine what is “essential to the functionality.” Software-enabled products will now be subject to other revenue guidance and will likely follow the guidance for multiple deliverable arrangements issued by the FASB in September 2009 in ASU 2009-13. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The Company plans to adopt this ASU on a prospective basis beginning January 1, 2011. The Company believes the adoption of this ASU may have an impact on its financial position and results of operations, however it is uncertain whether the impact will be material. The Company is continuing to evaluate this ASU as of December 31, 2009.

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2.   Corrective Action Liabilities

The Company recorded estimated charges totaling $21,000,000 during the year ended December 31, 2009 related to two separate voluntary corrective actions associated with the Company’s AED products. These estimated charges were comprised of $18,500,000 for a field initiative associated with nearly 300,000 AEDs manufactured between June 2003 and June 2009 and $2,500,000 for a voluntary medical device recall of approximately 12,200 AEDs manufactured between October 2009 and January 2010. These charges are included in cost of revenues on the consolidated statements of operations and in corrective action liabilities on the consolidated balance sheets.

The Company’s corrective action liabilities are summarized as follows (amounts in thousands):

			Charged to
	Beginning		Product Cost							End of
	of Period		of Revenues		Adjustments		Expenditures			Period
	(In thousands)
Year ended December 31, 2009	$	—	$	21,000	$	—	$	(5,751	)	$	15,249

At the end of the second quarter of 2009, the Company had voluntarily ceased shipments of certain of its AED products due to two instances the Company became aware of involving the failure of AEDs to deliver therapy, apparently as a consequence of a malfunction of one of the components used in the manufacture of the affected AED products. On August 10, 2009, the Company resumed production and shipments of the AED products after implementing a more stringent process to test for defects in the component at issue. As a result of the implementation of this more stringent testing process, the Company believes that all products shipped after August 10, 2009 are unaffected by this quality issue. Substantially all of the orders received prior to and during the period of time in which the Company was not shipping its AED products were fulfilled and shipped to customers by the end of the third quarter of 2009.

During the third quarter of 2009, the Company conducted a thorough review and analysis of the potential for certain of its AED products shipped prior to August 10, 2009 to fail to perform a rescue due to the component issue described above. The Company determined that the component at issue has the unlikely potential to fail and that routine self-tests performed by the AED may not detect a malfunctioning component. The Company also determined that approximately 300,000 AEDs shipped between June 2003 and June 2009 are potentially impacted by the component issue. The Company has initiated a field corrective action to enhance the reliability of the affected AED units in the field through a software update related to the AEDs’ routine self test functionality. The Company is in the process of developing the software update and planning the logistics associated with addressing this field initiative which is anticipated to begin during the first quarter of 2010.

During the first quarter of 2010, the Company announced it was initiating a worldwide voluntary medical device recall after determining that approximately 12,200 AEDs may not be able to deliver therapy during a resuscitation attempt, which may lead to serious adverse events or death. These AEDs were manufactured in a way that makes them potentially susceptible to failure under certain conditions. The Food & Drug Administration (“FDA”) has been informed of this situation. Relating to this announcement, the Company recorded a charge of $2,500,000 in the fourth quarter of 2009, reflecting its current estimate of the expected costs relating to this matter.

The costs of these voluntary corrective actions are estimates. The actual costs incurred by the Company to implement the voluntary corrective actions could vary significantly based on an number of factors, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes employed by the Company to address the issues, the customer response rate in implementing the corrective action plans, the level of required follow up with customers, the extent to which the Company relies on third party assistance to carry out the corrective actions, and the length of time and other resources required to complete the corrective actions, among others. Moreover, the Company cannot be certain whether its proposed plan to address the component issues described above will be acceptable, or whether it may need to address other issues relating to the reliability of its AED products, until it concludes discussions with the FDA and other stakeholders.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In February 2010, the Company received a warning letter from the FDA noting, among other things, that the voluntary field corrective action it announced in November 2009 is inadequate since it is intended to improve the products’ ability to detect the potential component problem, but is not designed to prevent component failure. The FDA letter also asserts other inadequacies, including the Company’s procedures relating to the evaluation, investigation and follow up of complaints, procedures to verify the effectiveness of corrective and preventative actions and procedures relating to certain design requirements. The Company is in ongoing discussions with the FDA regarding these issues. The Company may need to take different or additional actions than anticipated depending on the outcome of those discussions.

Although the estimated costs of the voluntary corrective actions have been charged to the consolidated statement of operations and recorded as liabilities on the consolidated balance sheet as of December 31, 2009, the Company expects that the majority of the funds needed to carry out the corrective actions will be expended in 2010, which will likely have a negative impact on cash flows during 2010 and possibly later periods. Further, as a result of these charges, the Company also considered the impact the corrective actions could have on the carrying value of indefinite lived intangible assets or other long lived assets including property and equipment and intangible assets subject to amortization, or the realizability of its inventories as of December 31, 2009. Based on the Company’s analysis, it was determined that no additional adjustments were required to be made to the carrying value of these assets as of December 31, 2009.

The results of the Company’s evaluation of the component issues described herein and any responsive actions taken by the Company are subject to significant uncertainty. The Company’s policy is to assess the likelihood of any potential corrective actions, voluntary or not, associated with its products as well as ranges of possible or probable costs associated with such activities, when appropriate. A determination of the amount of the liability required for this or other contingencies is made after an analysis of each known issue. A liability is recorded and charged to cost of revenues if and when the Company determines that a loss is probable and the amount of the loss can be reasonably estimated. Additionally, the Company discloses contingencies for which a material loss is reasonably possible, but not probable.

3.   Segment Reporting

The Company is required to disclose selected information about operating segments. The Company also reports related disclosures about products and services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses whose separate financial information is available and is evaluated regularly by the Company’s chief operating decision makers, or decision making group, to perform resource allocations and performance assessments.

The Company’s chief operating decision makers are the Chief Executive Officer and other senior executive officers of the Company. Based on evaluation of the Company’s financial information, management believes that the Company operates in one reportable segment with its various cardiology products and services.

The Company’s chief operating decision makers evaluate revenue performance of product lines, both domestically and internationally. However, operating, strategic and resource allocation decisions are based primarily on the Company’s overall performance in its operating segment.

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The following table summarizes revenues by product line:

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Defibrillation products	$	85,858	$	121,946	$	97,382
Cardiac monitoring products		53,378		65,556		68,624
Service		17,612		18,651		16,125
Total	$	156,848	$	206,153	$	182,131

The following table summarizes revenues, which are attributed based on the geographic location of the customers:

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Domestic	$	105,811	$	125,172	$	135,646
Foreign		51,037		80,981		46,485
Total	$	156,848	$	206,153	$	182,131

Foreign revenues include $11,308,000, $39,033,000 and $19,787,000 attributed to Nihon Kohden, our exclusive distributor of AEDs in Japan, during 2009, 2008 and 2007, respectively.

On June 15, 2009, the Company notified Nihon Kohden, its distributor of AEDs in Japan, that its exclusive OEM Supply and Purchase Agreement dated effective as of January 1, 2008 (the “OEM Agreement”) will terminate effective June 15, 2010. The Company elected to terminate the OEM Agreement in order to explore alternative means of distributing its AED products in Japan, which may or may not include further collaboration with Nihon Kohden.

Substantially all intangible assets are domestic. Long-lived assets located outside of the United States are not material.

4.   Restructuring Costs

In December 2008, the Company implemented a restructuring plan which included a 12% reduction in work force, primarily impacting the Company’s product development, manufacturing, and customer service organizations. The restructuring was implemented in order to realign the Company’s cost structure, become more flexible and efficient in operations, and operate profitably in a range of scenarios related to economic uncertainty. The Company recorded severance charges of approximately $1,203,000 in the fourth quarter of 2008 as management having the appropriate authority determined the amount of benefits were probable and estimable as of December 31, 2008. As of December 31, 2009, all costs associated with this restructuring were paid. There were no similar restructuring costs accrued at December 31, 2009.

The Company’s 2005 merger transaction with CSI resulted in excess facilities and redundant employee positions totaling $2,709,000, which was reduced to zero as of January 2009 as a result of cash expenditures over time.

Cash payments relating to the excess facilities and redundant employee accrual for the Company’s 2005 merger transaction with CSI have been classified as a component of cash paid for acquisitions in the accompanying consolidated statements of cash flows, which totaled $54,000, $625,000, and $971,000 for the years ended December 31, 2009, 2008, and 2007, respectively. Cash payments relating to the December 2008 restructuring have been classified as a component of the change in accrued liabilities as part of operating activities in the

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accompanying statements of cash flows, totaling $955,000 and $248,000 during the years ended December 31, 2009 and 2008, respectively.

5.   Inventories

Inventory is valued at the lower of cost or market. Cost is determined using a standard cost method, including material, labor and factory overhead. Inventories were comprised of the following as of December 31:

	2009		2008
	(In thousands)
Raw materials	$	18,752	$	20,871
Finished goods		4,829		3,821
Total inventories	$	23,581	$	24,692

6.   Machinery and Equipment

Machinery and equipment includes the following as of December 31 (amounts in thousands):

	Depreciable
	Lives			2009			2008
Equipment		(2-14 years	)	$	20,019		$	16,853
Furniture and fixtures		(2-13 years	)		2,609			2,444
Leasehold improvements		(1-10 years	)		3,268			2,887
Subtotal					25,896			22,184
Less: Accumulated depreciation and amortization					(17,490	)		(15,190	)
Net machinery and equipment				$	8,406		$	6,994

During the years ended December 31, 2009, 2008 and 2007, the Company recorded depreciation and amortization expense related to machinery and equipment of $2,303,000, $2,369,000 and $2,930,000, respectively.

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7.   Intangible Assets

The following table sets forth the balances of intangible assets at December 31, 2009 (in thousands):

				Accumulated
	Useful life	Cost		Amortization			Net
Intangible assets not subject to amortization:
Burdick trade name		$	3,400	$	—		$	3,400
Cardiac Science trade name			11,380		—			11,380
Cardiac Science Deutschland trade name			192		—			192
Total intangible assets not subject to amortization			14,972		—			14,974
Intangible assets subject to amortization:
Cardiac Science customer relationships	5 years		8,650		(7,497	)		1,153
Cardiac Science developed technology	8 years		11,330		(6,137	)		5,193
Burdick distributor relationships	10 years		1,400		(980	)		420
Burdick developed technology	7 years		860		(860	)		—
Patents and patent applications	5-10 years		960		(933	)		27
Patent rights	6-13 years		7,692		(1,469	)		6,223
Total intangible assets subject to amortization			30,892		(17,876	)		13,016
Total		$	45,864	$	(17,876	)	$	27,988

The Company recorded amortization expense related to identifiable intangibles of $3,991,000, $3,958,000, and $3,816,000 for the years ended December 31, 2009, 2008 and 2007, respectively.

The Company’s estimated expense for the amortization of intangibles for each of the next five years is summarized as follows (in thousands):

2010	$	3,343
2011		2,190
2012		2,187
2013		1,567
2014		623
Thereafter		3,106
Total:	$	13,016

8.   Investments in Unconsolidated Entities

In connection with the establishment and acquisition of certain entities, the Company has made or received investments in certain unconsolidated entities. These are generally accounted for under either the cost method, for illiquid investments, or as available-for-sale, for investments with a readily determinable market value.

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As of December 31, the Company held the following investments (in thousands):

	2009		2008
ScImage	$	84	$	84
Biotel		217		371
Other		85		79
Total investment in unconsolidated entities	$	386	$	534

ScImage

The Company owns a preferred ownership investment in ScImage, a privately held company. The Company is entitled to earn commissions if it sells ScImage’s products. The Company has accounted for this investment using the cost method.

Biotel, Inc.

As of December 31, 2009 the Company owns approximately 6.5% of the outstanding shares of Biotel, a publicly traded company engaged in the development, manufacturing, and marketing of medical devices and related software. These shares were received through the merger transaction with CSI in 2005 and are valued based on quoted market price.

9.   Goodwill

During the period from October 2002 through December 2008, the Company had completed several acquisitions and other transactions which generated goodwill totaling $107,671,000. The majority of this goodwill resulted from the Company’s acquisition of Burdick in 2003 and its merger transaction with CSI in 2005 resulting in goodwill of $9,027,000 and $98,541,000, respectively. In November 2008, the Company purchased an additional 10% ownership in the Cardiac Science Shanghai joint venture for $90,000 and increased its ownership in the joint venture to 66%. The Company recorded goodwill of $58,000 related to this transaction.

The following table summarizes changes in goodwill (amounts in thousands):

			Increases Due to
	Beginning of Period		Acquisitions		Impairment			End of Period
Year ended December 31, 2008	$	107,613	$	58	$	(107,671	)	$	—

The Company did not enter into any business combinations during 2009 and thus no new goodwill was recorded on the Company’s consolidated balance sheet.

Goodwill Impairment

Goodwill is tested for impairment annually or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. The Company’s annual goodwill impairment testing date is November 30. The Company has determined that it has a single reporting unit, general cardiology products and services.

Authoritative guidance issued by the FASB requires a two-step goodwill impairment test whereby the first step, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount including goodwill. Goodwill is considered potentially impaired if the carrying value of a reporting unit exceeds the estimated fair value. Upon an indication of impairment from step one, step two is performed to determine the amount of the impairment. The second step involves an analysis reflecting the allocation of the fair value determined in the first step (as if it was the purchase price in a business combination). This process may result in the determination of a new amount of goodwill. If the calculated fair value of the goodwill resulting from this allocation

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

is lower than the carrying value of the goodwill in the reporting unit, the difference is reflected as an impairment loss.

To estimate the fair value of the reporting unit for step-one, the Company utilized a combination of “market” and “income” valuation approaches. Under the “market approach”, the estimated fair value of the single reporting unit is based on the Company’s market capitalization using quoted market prices of its stock, and the number of shares outstanding for the Company’s common stock. The Company also considers a control premium that represents the estimated amount an investor would pay for our equity securities to obtain a controlling interest. Under the “income approach”, the company estimates the fair value of our single reporting unit using a net present value model, which discounts projected free cash flows (“DCF”) of the business at a computed weighted average cost of capital as the discount rate.

Estimating the fair value of reporting units is a subjective process that involves the use of estimates and judgments, particularly related to cash flows, the appropriate discount rates and an applicable control premium. The Company considered the following assumptions, among others, in performing the DCF analysis: forecasted revenues, gross profit margins, operating profit margins, working capital cash flow, growth rates, new product release dates and long term discount rates. All of these assumptions require significant judgments by the Company.

The requirements of the goodwill impairment testing process are such that, in the Company’s situation, if the first step of the impairment testing process indicates that the fair value of our single reporting unit is below its carrying value, the requirements of the second step of the test result in a significant decrease in the amount of goodwill recorded on the balance sheet. During the fourth quarter ended December 31, 2008, the Company experienced a significant decline in its stock price due primarily to the continued weakness in the global economic environment and the potential future impact of that weakness on the Company. As a result, the Company’s market capitalization fell significantly below the recorded value of its consolidated net equity.

In conducting an annual impairment test during the fourth quarter of 2008, as a result of completing the first step of the goodwill impairment test, the Company determined that the carrying value of its single reporting unit exceeded its fair value, which required us to perform the second step of the goodwill impairment test. After completing step two and allocating the estimated fair value to the net assets, the remaining fair value that was allocated to goodwill was reduced to zero and the Company recorded a non cash charge to impair all previously acquired goodwill totaling $107,671,000 before tax; net of tax the non cash goodwill impairment charge totaled $93,609,000.

In connection with the 2005 merger transaction with CSI, the Company recorded goodwill of $98,541,000. Goodwill associated with the merger transaction of approximately $38,036,000 was deductible for tax purposes. In accordance with authoritative guidance for income taxes as well as business combinations, “first component” goodwill is determined to be the lesser of financial statement goodwill or tax deductible goodwill. The “second component” or nondeductible goodwill is the excess, if any, of financial statement goodwill over tax deductible goodwill or tax deductible goodwill over financial statement goodwill. Since book goodwill of $98,541,000 was in excess of tax deductible goodwill, first component goodwill was determined to be $38,036,000, and second component goodwill was determined to be $60,505,000. Generally, deferred taxes are only recognized for first component goodwill as second component goodwill is not deductible for tax purposes. When financial statement goodwill is in excess of tax deductible goodwill, deferred taxes do not result at the time of acquisition. However, deferred taxes should be recognized for any basis difference that arises subsequent to the acquisition related to the first component of goodwill. Deferred taxes should not be recognized for basis differences related to nondeductible goodwill. When the tax goodwill was amortized subsequent to the merger transaction, a deferred tax liability was recognized because goodwill was not being amortized for financial statement purposes under the accounting guidance for goodwill and other intangibles. However, when the financial statement goodwill became impaired in the fourth quarter of 2008, a deferred tax asset was recognized for the excess of tax-deductible goodwill over financial statement goodwill, which was fully impaired.

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The net of tax charge of $93,609,000 noted above includes deferred tax benefits of approximately $14,062,000 representing the aggregate reversal of previously recorded deferred tax liabilities and recognition of deferred tax assets representing the remaining tax basis of first component or tax deductible goodwill primarily from the merger transaction with CSI at December 31, 2008.

10.   Accrued Liabilities and Warranty

Accrued liabilities are comprised of the following as of December 31 (amounts in thousands):

	2009		2008
Accrued compensation and benefits	$	5,619	$	5,862
Other accrued liabilities		6,597		7,673
Total accrued liabilities	$	12,216	$	13,535

The Company’s warranty liability is summarized as follows (amounts in thousands):

			Charged to
	Beginning		Product Cost		Warranty			End of
	of Period		of Revenues		Expenditures			Period
	(In thousands)
Year ended December 31, 2007	$	2,532	$	2,986	$	(2,307	)	$	3,211
Year ended December 31, 2008	$	3,211	$	3,890	$	(3,305	)	$	3,796
Year ended December 31, 2009	$	3,796	$	2,866	$	(2,634	)	$	4,028

11.   Income Taxes

The domestic and foreign components of income (loss) before income tax expense and noncontrolling interests were as follows for the years ended December 31 (in thousands):

	Year Ended December 31,
	2009			2008			2007
U.S.	$	(36,926	)	$	(94,968	)	$	12,866
Foreign		3,146			1,128			552
Total	$	(33,780	)	$	(93,840	)	$	13,418

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Income tax expense (benefit) for 2009, 2008 and 2007 includes the following components (amounts in thousands):

	2009			2008			2007
Current:
Federal	$	(819	)	$	492		$	338
State		68			190			84
Foreign		998			318			8
Total current income tax expense		247			1,000			430
Deferred:
Federal		35,329			3,383			4,452
State		6,917			(290	)		42
Foreign		(31	)		—			—
Total deferred income tax expense		42,215			3,093			4,494
Total income tax expense	$	42,462		$	4,093		$	4,924

A reconciliation of the United States statutory rate of 34% to the effective tax rates attributable to continuing operations follows:

	Year Ended December 31,
	2009			2008			2007
Federal income tax provision (benefit) at U.S. statutory rates		(34.0	)%		(34.0	)%		34.0	%
Nondeductible impairment of goodwill		—			22.5	%		—
Meals and entertainment		0.5	%		0.2	%		1.3	%
Stock-based compensation		0.3	%		0.1	%		2.1	%
Research and development credits		(1.8	)%		(0.8	)%		(4.4	)%
State income taxes, net of federal benefit		(1.4	)%		0.2	%		2.9	%
Foreign rate difference		(0.5	)%		(0.1	)%		(0.7	)%
Increase in valuation allowance		161.5	%		16.1	%		—
Other, net		1.2	%		0.1	%		1.5	%
Provision for income taxes		125.8	%		4.3	%		36.7	%

The Company is required to reduce the value of its deferred tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. In each period, the Company assesses the likelihood that its deferred tax assets will be recovered from existing deferred tax liabilities or future taxable income. If required, the Company will recognize a valuation allowance to reduce such deferred tax assets to amounts that are more likely than not to be ultimately realized. To the extent the Company establishes a valuation allowance or changes this allowance in a period, it will adjust its tax provision or tax benefit in the consolidated statements of operations. The Company uses its judgment to determine estimates associated with the calculation of its provision or benefit for income taxes, and in its evaluation of the need for a valuation allowance recorded against its net deferred tax assets.

During 2009, the Company evaluated both the positive and negative evidence which existed in making its determination to increase its valuation allowance against deferred tax assets. Based on the Company’s evaluation of its recent cumulative book losses, including the unfavorable impacts of the voluntary corrective actions described in Note 2, as well as giving consideration to uncertainty regarding estimates of future profitability, the Company concluded that an increase to its valuation allowance was required during 2009 to reduce gross deferred tax assets to

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an amount that is more likely than not to be realized. As a result, the Company recorded a non cash charge to federal and state deferred income tax expense of $42,231,000 which is included in income tax expense on the consolidated statements of operations for the year ended December 31, 2009. As of December 31, 2009, after consideration of the valuation allowance recorded against gross deferred tax assets, the consolidated balance sheet includes a noncurrent deferred tax liability of $5,389,000 relating primarily to indefinite lived intangible assets acquired from Quinton and CSI that are not expected to reverse unless the related assets become amortizable or become impaired in future periods.

As a result of recording the valuation allowance, the Company effectively has not recognized a deferred tax benefit for domestic losses incurred during 2009. If in future periods it generates taxable income, the Company will evaluate the positive and negative evidence available at the time in order to support its analysis of the need for a valuation allowance, and as a result the Company may release its valuation allowance in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized. Until this occurs, the Company will continue to record a deferred tax benefit for any domestic losses that might be incurred in the future and will increase the recorded valuation allowance for any such additional losses. The Company expects to record additional tax expense in future periods related primarily to profits generated in foreign jurisdictions in which it operates, which generally are forecasted to be marginally profitable on a financial reporting and taxable basis.

At December 31, 2009 and 2008, the Company had federal net operating loss carryforwards of approximately $98,033,000 and $76,509,000, respectively, and state net operating loss carryforwards of approximately $74,974,000 and $75,196,000, respectively. The federal and state net operating loss carryforwards expire in varying amounts between 2010 and 2029.

On November 6, 2009, President Obama signed The Worker, Homeownership, and Business Assistance Act of 2009, extending the federal net operating loss carryback period from two to five years. In addition to the extended five year carryback for regular tax net operating losses, the new legislation also eliminates the 90 percent limitation on utilization of the alternative minimum tax (“AMT”) net operating loss. The Company is recognizing the benefit in 2009 associated with this new legislation as it plans to carryback its 2009 AMT net operating loss to recover the alternative minimum tax paid in the last three years resulting from the 90 percent limitation. The benefit expected to be claimed is $579,000 which has been included in the total federal current income tax benefit for the year ended December 31, 2009.

The Company has federal credit carryforwards of $4,900,000 and state credit carryforwards of $2,998,000. The federal tax credit carryforwards expire in varying amounts between 2018 and 2028, while most of the state credits have no expiration.

The Research and Development credit expired on December 31, 2009. Congress is currently considering bills that will extend the credit. If the Research and Development credit is not legislatively enacted there will be neither a favorable nor an unfavorable impact on the Company’s 2010 effective income tax rate as the deferred tax assets related to the credits are already reduced to zero by a valuation allowance.

Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, provide for limitations on the utilization of net operating loss and research and experimentation credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382. The acquisitions by the Company of Quinton Cardiology Systems, Inc., and Cardiac Science, Inc., resulted in such an ownership change. Accordingly, the estimated annual utilization of net operating loss and credit carryforwards is limited to an amount between $7,583,000 and $9,744,000 in years 2009 through 2010, and $3,279,000 from 2011 through 2025.

The Company uses the “with-and-without” or “incremental” approach for ordering tax benefits derived from the share-based payment awards. Using the with-and-without approach, actual income taxes payable for the period are compared to the amount of tax payable that would have been incurred absent the deduction for employee share-based payments in excess of the amount of stock-based compensation cost recognized for the period. As a result of this approach, net operating loss carryforwards not generated from share-based payments and which were in excess

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of stock-based compensation cost recognized during the period are utilized before the current period’s share-based deduction. For the years ended December 31, 2009, 2008 and 2007, no excess tax benefits have been included in shareholders’ equity.

Deferred tax assets (liabilities) are comprised of the following as of December 31 (amounts in thousands):

	2009			2008
Deferred tax assets:
Net operating loss carryforwards	$	37,467		$	29,971
Stock-based compensation		2,461			2,122
Research and experimentation and alternative minimum tax credits		7,898			7,897
Inventory basis difference		1,005			995
Warranty liability		1,468			1,369
Corrective action liabilities		5,560			—
Deferred revenue		775			799
Accrued compensation, severance, relocation		684			660
Intangible assets, including tax deductible goodwill		13,010			14,448
Other assets		1,461			1,518
Other		429			1,230
Gross deferred tax assets		72,218			61,009
Less: valuation allowance		(69,720	)		(15,155	)
Net deferred tax assets		2,498			45,854
Deferred tax liabilities:
Burdick intangible assets		(153	)		(246	)
Burdick trade name intangible asset		(1,240	)		(1,226	)
Cardiac Science intangible assets		(2,314	)		(3,423	)
Cardiac Science trade name		(4,149	)		(4,104	)
Marketable equity securities		—			(37	)
Gross deferred tax liabilities		(7,856	)		(9,036	)
Net deferred tax assets (liabilities)	$	(5,358	)	$	36,818

	2009			2008
Current deferred tax assets	$	—		$	8,366
Deferred tax assets, noncurrent		31			28,452
Deferred tax liabilities, noncurrent		(5,389	)		—
Net deferred tax assets / (liabilities)	$	(5,358	)	$	36,818

The Company’s disclosures above for the 2008 comparative period showing the components of deferred tax assets and liabilities, as well as any valuation allowance necessary to reduce deferred tax assets to an amount that is more likely than not to be realized in the future, are amended from the Company’s 2008 Form 10-K to reflect certain gross deferred tax assets and a valuation allowance of $15,155,000 as of December 31, 2008. This did not impact the Company’s previously reported net deferred tax assets of $36,818,000 as of December 31, 2008. The increase to the valuation allowance was $54,565,000 and $15,155,000, for the years ended December 31, 2009, and 2008, respectively. The valuation allowance was zero as of December 31, 2007.

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The Company has not provided for U.S. federal income and foreign withholding taxes on any undistributed earnings from foreign operations because such earnings are intended to be reinvested indefinitely outside of the United States. If these earnings were distributed, foreign tax credits may become available under current law to reduce or eliminate the resulting U.S. income tax liability. The amount of unrecognized deferred tax liability related to these earnings or investments is not significant.

The Company performs an analysis of uncertain income tax positions related to recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Based on management’s review of the Company’s tax positions the Company had no significant unrecognized tax benefits as of December 31, 2009 and 2008.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense which were insignificant for all periods presented. At December 31, 2009, the Company had no accrued interest related to uncertain tax positions and no accrued penalties.

The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions as well as federal, state and foreign filings related to Quinton and CSI. As a result of the net operating loss carryforwards, substantially all tax years are open for U.S. federal and state income tax matters. Foreign tax filings are open for years 2001 forward.

12.   Commitments and Contingencies

Lease Commitments

The Company leases its office facilities in the U.S. and its international sales offices under operating leases. The operating lease related to the Bothell, Washington corporate headquarters is a non-cancelable facility lease agreement that expires on December 31, 2013. The operating lease for the office, production and warehouse facilities in Deerfield, Wisconsin is a non-cancelable facility lease agreement that expires on November 30, 2018 with two five-year renewal options. The Company leases a facility in Laguna Hills, California, which houses certain research and development operations. This facility comprises approximately 13,000 square feet and the lease expires in 2014. Additionally, the Company acquired international sales and marketing offices under operating leases in Shanghai, China, Copenhagen, Denmark and Manchester, United Kingdom. The Company also leases equipment under non-cancelable operating leases.

Future minimum lease payments for all non-cancelable leases are as follows (amounts in thousands):

	Operating
	Leases
Year:
2010	$	2,133
2011		2,119
2012		2,091
2013		2,098
2014		1,160
Thereafter		3,185
Total	$	12,786

Net rental expense, including common area maintenance costs, during 2009, 2008 and 2007 was approximately $1,975,000, $1,991,000 and $1,709,000, respectively.

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Other Commitments

As of December 31, 2009, the Company had purchase obligations of approximately $32,916,000 consisting of outstanding purchase orders issued in the normal course of business.

Guarantees and Indemnities

During its normal course of business, the Company has made certain guarantees, indemnities and commitments under which it may be required to make payments in relation to certain transactions. These indemnities include intellectual property and other indemnities to the Company’s customers and suppliers in connection with the sales of its products, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. Historically, the Company has not incurred any losses or recorded any liabilities related to performance under these types of indemnities.

Legal Proceedings

We are subject to other various legal proceedings arising in the normal course of business. In the opinion of management, the ultimate resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

13.   Shareholders’ Equity

Preferred Stock

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, no shares of which were issued or outstanding as of December 31, 2009 and 2008. The Board of Directors is authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock.

Common Stock

The Company is authorized to issue a total of 65,000,000 shares of common stock.

During the year ended December 31, 2009, the Company issued 100,000 shares of common stock valued at approximately $322,000 in exchange for certain patent rights.

14.   Stock-Based Compensation Plans

The Company maintains an ESPP and several equity incentive plans under which it may grant non-qualified stock options, incentive stock options and non-vested stock awards to employees, non-employee directors and consultants.

Total stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2009, 2008 and 2007 was approximately $2,645,000, $2,173,000 and $2,233,000, respectively. The Company recognizes tax benefits related to exercises of non-qualified stock options and vesting of non-vested stock awards. The related tax benefit recognized in the consolidated statements of operations for the years ended December 31, 2009, 2008, 2007 was approximately $0, $394,000 and $358,000, respectively.

Stock-based compensation of $25,000 and $21,000 was capitalized and included in inventory in the consolidated balance sheets at December 31, 2009 and 2008, respectively. The following table summarizes total stock-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

based compensation (including capitalized costs) consisting of stock options, ESPP, non-vested stock awards and vested stock awards expense:

	Year Ended December 31,
	2009		2008		2007
Stock options	$	1,005,000	$	1,054,000	$	1,638,000
Non-vested stock awards		1,355,000		936,000		423,000
Vested stock awards		18,000		25,000		27,000
ESPP		292,000		179,000		169,000
Total	$	2,670,000	$	2,194,000	$	2,257,000

The fair value of each option grant and ESPP purchase is estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions, and the fair value of the non-vested stock awards is calculated based on the market value of the shares awarded at date of grant:

	Year Ended December 31,
	2009		2008		2007
Stock options plans:
Volatility		51.1% - 55.0%		48.2% - 48.5%		48.6% - 50.9%
Expected term (years)		6.50		6.25		6.25
Risk-free interest rate		2.7%		3.4%		4.8%
Expected dividend yield		—		—		—
Fair value of options granted	$	2.06	$	4.63	$	5.31
Employee stock purchase plan:
Volatility		40.0%		27.0%		37.0%
Expected term (years)		0.5		0.5		0.5
Risk-free interest rate		2.1%		4.5%		4.5%
Expected dividend yield		—		—		—
Fair value of employee stock purchase rights	$	1.73	$	2.01	$	2.14
Non-vested stock:
Fair value of non-vested stock awards granted	$	3.60	$	9.04	$	9.35

Volatility is based exclusively on historical volatility of the Company’s common stock as the Company believes this is representative of future volatility. The expected term is determined based on the Company’s best estimate of the expected term considering historical exercise and forfeiture history. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The Company has not paid dividends in the past and does not plan to pay any dividends in the near future.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, particularly for the expected term and expected stock price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. While estimates of fair value and the associated charge to earnings materially affect the Company’s results of operations, it has no impact on the Company’s cash position. Because Company stock options do not trade on a secondary exchange, employees do not derive a benefit from holding stock options unless there is an increase, above the exercise price, in the market price of the Company’s stock. Such an increase in stock price would benefit all shareholders commensurately.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following shares of common stock have been reserved for issuance under the Company’s stock-based compensation plans as of December 31, 2009:

Outstanding shares — 2002 Plan	2,319,861
Outstanding shares — 1997 Plan	810,062
Stock options available for grant	123,418
Outstanding restricted stock grants	1,045,460
Employee stock purchase plan shares available for issuance	755,343
Total common shares reserved for future issuance	5,054,144

Following its adoption of guidance issued by the FASB related to share-based payments, the Company determined that a hypothetical additional paid in capital pool (“APIC pool”) related to previously granted non-qualified stock options and non-vested stock awards did not exist. The impact of incentive stock options is considered when evaluating a company’s APIC pool when the benefit associated with a disqualifying disposition reduces income taxes payable versus resulting in, or increasing, a net operating loss carryforward. The Company has been unable to reduce taxes payable with any disqualifying dispositions and as such remains with a zero APIC pool as of December 31, 2009.

Deferred tax assets are recorded to the extent the Company recognizes book expense for non-qualified stock options and non-vested stock awards. These deferred tax assets are reduced at the time stock options are exercised and non-vested stock awards vest. Upon exercise of an option or vesting of a stock award, the Company will compare the recorded deferred tax asset related to these instruments to the tax benefit that will be received, if any. If the recorded deferred tax asset incurred exceeds the tax benefit to be received (a tax deficiency), the Company will record income tax expense in the period it occurs for the difference. Alternatively, if the tax benefit related to non-qualified stock options or non-vested stock awards exceeds the recorded deferred tax asset (excess tax benefit), the Company will first apply this excess tax benefit against any previously recorded tax deficiencies incurred during the current year, and the remaining amount will be included in the Company’s APIC pool (if one existed) and used to offset future tax deficiencies in the current year, if any. Any excess tax benefits remaining at the end of the current year would be available to offset tax deficiencies in future years, at which time the settlement of the award reduces income taxes payable and does not result in a net operating loss carryforward or increase a net operating loss carryforward. The Company recognized expense of $155,000 in 2009 due to its net tax deficiency position, prior to recording a full valuation allowance against the remaining deferred tax asset for stock-based compensation during the third quarter of 2009. The Company had no similar expense in 2008 and 2007 due to its net excess tax benefit positions in each year.

2002 Plan — In February 2002, Quinton’s board of directors adopted and Quinton’s shareholders approved the 2002 Stock Incentive Plan (the “2002 Plan”), which became effective upon completion of Quinton’s initial public offering in May 2002 and was assumed by the Company in connection with the merger transaction. The 2002 Plan replaced Quinton’s 1998 Equity Incentive Plan (the “1998 Plan”) for purposes of all future incentive stock awards. The 2002 Plan allows the Company to issue awards of incentive or nonqualified stock options, shares of common stock or units denominated in common stock, all of which may be subject to restrictions. The 2002 Plan authorizes annual increases in shares for issuance equal to the lesser of (i) 526,261 shares, (ii) 3% of the number of shares of common stock outstanding on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, and (iii) a lesser amount established by the Company’s board of directors. Any shares from increases in previous years that are not issued will continue to be included in the aggregate number of shares available for future issuance.

Options held by employees generally vest 25% after one year from the date of the grant and then monthly thereafter over a four year period. The term of the options is for a period of ten years or less. Options generally expire 90 days after termination of employment. The Company has also adopted a stock option grant program for

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

non-employee directors, administered under the terms and conditions of the 2002 Plan. Options granted to non-employee directors generally vest over four years.

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations.

The aggregate intrinsic values indicated in the tables below are before applicable income taxes, based on the Company’s closing stock price of $2.23 as of the last business day of the year ended December 31, 2009, which would have been received by the optionees had all options been exercised on that date.

As of December 31, 2009, total unrecognized stock-based compensation expense related to nonvested stock options was approximately $2,250,000, which is expected to be recognized over a weighted average period of approximately 3.4 years and is primarily related to options granted under the 2002 plan. The total intrinsic value of stock options exercised during the years ended December 31, 2009, 2008 and 2007 was $127,000, $364,000 and $327,000, respectively. The total fair value of shares vested during the years ended December 31, 2009, 2008 and 2007 was $1,005,000, $1,053,000 and $1,585,000, respectively. The Company issues new shares of common stock upon the exercise of options.

The following table summarizes information about the 2002 Plan option activity during the year ended December 31, 2009:

	Shares			Weighted Average		Weighted Average		Aggregate
	Subject to			Exercise Price		Remaining		Intrinsic
	Options			Per Share		Contractual Life		Value
	(In thousands)
Outstanding, December 31, 2008		2,063,065		$	8.00
Granted		970,000			3.74
Exercised		(193,098	)		2.81
Forfeited and cancelled		(520,106	)		8.95
Outstanding, December 31, 2009		2,319,861		$	6.43		8.3	$	—
Exercisable, December 31, 2009		1,191,553		$	8.03		6.2	$	—

Non-vested Stock Awards — In the fourth quarter of 2005, the Company began granting employees and directors non-vested stock awards in addition to stock options. The stock award program offers employees the opportunity to earn shares of our stock over time, rather than options that give employees the right to purchase stock at a set price. Non-vested stock awards require no payment from the employee, with the exception of employee-related taxes upon vesting of the stock award. Employees can elect to have stock awards withheld to cover minimum tax withholdings upon vesting.

Non-vested stock awards are grants that entitle the holder to shares of common stock as the award vests. Our stock awards generally vest ratably over a four-year period in annual increments. Compensation cost is recorded based on the market price on the grant date and is recorded equally over the vesting period of four years. Compensation expense related to non-vested stock awards approximated $1,355,0000, $936,000 and $423,000 during the years ended December 31, 2009, 2008 and 2007, respectively.

As of December 31, 2009, total unrecognized stock-based compensation expense related to non-vested stock awards was approximately $2,876,000 which is expected to be recognized over a weighted average period of approximately 3.1 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information about the non-vested stock awards activity during the year ended December 31, 2009:

				Weighted Average
	Shares			Grant-Date Fair Value
Non-vested balance, December 31, 2008		388,002		$	9.02
Granted		871,197			3.60
Vested		(148,240	)		8.93
Forfeited		(65,499	)		8.34
Non-vested balance, December 31, 2009		1,045,460		$	4.57

1997 Plan — The Company’s 1997 Stock Option/Stock Issuance Plan (the “1997 Plan”) was established by CSI in 1997 and was assumed by the Company in connection with the 2005 merger transaction between Quinton and CSI. The 1997 Plan provided for the granting of incentive or nonqualified stock options to employees of the Company, including officers, and nonqualified stock options to employees, including officers and directors of the Company, as well as to certain consultants and advisors. Shares authorized under the 1997 Plan are subject to adjustment upon the occurrence of certain events, including, but not limited to, stock dividends, stock splits, combinations, mergers, consolidations, reorganizations, reclassifications, exchanges, or other capital adjustments. The 1997 Plan expired in 2007. Accordingly, no future grants are allowed under the 1997 Plan. Previous awards under the 1997 Plan will continue to be outstanding until they are exercised, expire or are forfeited.

The following table summarizes information about the 1997 Plan option activity during the year ended December 31, 2009:

	Shares			Weighted Average		Weighted Average
	Subject to			Exercise Price		Remaining		Aggregate Intrinsic
	Options			Per Share		Contractual Life		Value
	(In thousands)
Outstanding, December 31, 2008		836,312		$	24.11
Exercised		—			—
Expired		(26,250	)		19.62
Outstanding, December 31, 2009		810,062		$	24.23		3.0	$	—
Exercisable, December 31, 2009		796,937		$	24.49		3.0	$	—

Employee Stock Purchase Plan — The Company’s ESPP was established by Quinton in 2002 and assumed by the Company in connection with the 2005 merger transaction between Quinton and CSI. The ESPP permits eligible employees to purchase common stock through payroll deductions. Shares of our common stock may presently be purchased by employees at three month intervals at 85% of the lower of fair market value on first day of the offering period or the last day of each three month purchase period. Employees may purchase shares having a value not exceeding 15% of their gross compensation during an offering period, not to exceed 525 shares during an offering period. The Company initially reserved 175,420 shares for issuance under the ESPP. In addition, the ESPP authorizes annual increases in shares for issuance equal to the lesser of (i) 175,420 shares, (ii) 2% of the number of shares of common stock outstanding on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, and (iii) a lesser amount established by the Company’s board of directors. Any shares from increases in previous years that are not actually issued will continue to be included in the aggregate number of shares available for future issuance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the years ended December 31, 2009, 2008, and 2007, the Company recorded stock-based compensation expense for the ESPP of approximately $292,000, $179,000 and $169,000, respectively. The following table summarized shares issued under the Company’s ESPP and total proceeds received.

	Year Ended December 31,
	2009		2008		2007
Total shares issued under ESPP		169,063		89,670		80,078
Proceeds received for shares issued under ESPP	$	464,000	$	603,000	$	553,000

15.   Fair Value Measurement

Fair value measurements are determined under a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entities own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. Classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There were no changes to the valuation techniques during the year ended December 31, 2009.

The Company’s assets and liabilities are carried at fair value and are recorded on the balance sheet in cash equivalents and investments in unconsolidated entities. The Company’s cash equivalents are comprised primarily of investments in money market funds and the Company’s investments in unconsolidated entities are comprised primarily of investments in equity securities of unrelated entities that are traded in active markets.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2009:

			Fair Value Measurements at December 31,
			2009 Using:
	Total Carrying		Quoted Prices in		Significant Other		Significant
	Value at December 31,		Active Markets		Observable Events		Unobservable Inputs
	2009		(Level 1)		(Level 2)		(Level 3)
			(In thousands of dollars)
Assets:
Cash equivalents	$	18,617	$	18,617		—		—
Investments in unconsolidated entities	$	306	$	306		—		—

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2008:

			Fair Value Measurements at December 31,
			2008 Using:
	Total Carrying		Quoted Prices in		Significant Other		Significant
	Value at December 31,		Active Markets		Observable Events		Unobservable Inputs
	2008		(Level 1)		(Level 2)		(Level 3)
			(In thousands of dollars)
Assets:
Cash equivalents	$	26,593	$	26,593		—		—
Investments in unconsolidated entities	$	450	$	450		—		—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.   Derivatives

Periodically the Company enters into foreign currency forward exchange contracts that are not designated as hedging instruments for accounting purposes, to mitigate the foreign exchange risk of certain balance sheet items. These forward exchange contracts resulted in net realized gains (losses) of ($133,000) and $1,379,000 in the year ended December 31, 2009 and 2008, respectively. The net realized gains (losses) were partially offset by foreign currency losses on intercompany payables denominated in U.S. dollars owed by foreign subsidiaries. The assets for these contracts are recorded in prepaid expenses and other current assets or accrued liabilities and the net realized and unrealized gains or losses are recorded in other income, net. There were no foreign currency forward exchange contracts outstanding as of December 31, 2009 or December 31, 2008. The Company did not enter into these contracts in 2007.

17.   Acquisitions

On April 23, 2008, the Company completed an acquisition of a former distributor in Germany, under the purchase method of accounting. The total estimated purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed in connection with the acquisition, based on their fair values as of the closing date. The purchase consideration of $148,000 was allocated to the Cardiac Science Deutschland trade name valued at $202,000, other assets of $12,000, and accounts payable of $66,000. Management has concluded that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the trade name and accordingly has considered the useful life of the trade name to be indefinite.

18.   Employee Benefit Plans

The Company is the sponsor of the Cardiac Science Corporation 401(k) Plan (“401(k) Plan”). The 401(k) Plan covers all regular employees of the Company who satisfy certain age and service requirements as specified in the 401(k) Plan. The 401(k) Plan includes provision for an employee deferral of up to 50% of pre-tax compensation to the maximum deferral allowed under IRC guidelines, and up to 50% of compensation for after-tax deferral. On behalf of eligible participants, the Company may make a matching contribution equal to a discretionary percentage of the elective deferral up to the Plan’s established limits and is subject to the Plan’s vesting schedule. The Company made matching contributions of approximately $874,000 $941,000 and $910,000 for the years ended December 31, 2009, 2008 and 2007, respectively. As of December 31, 2009 and 2008, the Company had accrued $6,000 and $56,000, respectively, for matching plan contributions.

19.   Subsequent Events

Subsequent events have been evaluated through the date of issuance of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20.   Quarterly Results of Operations (Unaudited)

The following table sets forth selected unaudited quarterly operating data for the last eight quarters. This information has been prepared on the same basis as our audited consolidated financial statements and includes, in the opinion of management, all normal and recurring adjustments that management considers necessary for a fair statement of the quarterly results for the periods. The operating results and data for any quarter are not necessarily indicative of the results for future periods.

The table below presents quarterly data for the years ended December 31, 2009 and 2008 (in thousands, except per share data):

	March 31,			June 30,			September 30,			December 31,			March 31,			June 30,			September 30,			December 31,
	2008			2008			2008			2008			2009			2009			2009			2009
Consolidated Statements of Operations Data:
Revenues	$	48,959		$	52,132		$	54,006		$	51,056		$	39,664		$	36,114		$	38,884		$	42,186
Cost of Revenues:
Product and Service		24,761			26,169			27,887			25,053			19,785			18,563			20,289			22,028
Corrective action costs		—			—			—			—			—			—			18,500			2,500
Gross profit		24,198			25,963			26,119			26,003			19,879			17,551			95			17,658
Operating Expenses:
Research and development		3,863			3,796			4,103			4,664			3,471			3,617			4,270			3,592
Sales and marketing		12,189			13,047			12,934			12,563			11,198			11,271			11,923			13,655
General and administrative		5,125			5,347			5,096			6,849			5,616			6,349			6,571			7,598
Impairment of goodwill		—			—			—			107,671			—			—			—			—
Total operating expenses		21,177			22,190			22,133			131,747			20,285			21,237			22,764			24,845
Operating income (loss)		3,021			3,773			3,986			(105,744	)		(406	)		(3,686	)		(22,669	)		(7,187	)
Other income (expense):
Interest income (expense), net		115			163			156			55			13			19			23			11
Other income (expense), net		211			(125	)		20			529			(148	)		545			158			(453	)
Total other income (expense)		326			38			176			584			(135	)		564			181			(442	)
Income (loss) before income tax benefit (expense)		3,347			3,811			4,162			(105,160	)		(541	)		(3,122	)		(22,488	)		(7,629	)
Income tax benefit (expense)		(1,240	)		(1,407	)		(1,598	)		152			166			1,194			(43,923	)		101
Net income (loss)		2,107			2,404			2,564			(105,008	)		(375	)		(1,928	)		(66,411	)		(7,528	)
Less: Net income attributable to noncontrolling interests		(53	)		(118	)		(86	)		(194	)		(163	)		(178	)		(135	)		(279	)
Net income (loss) attributable to Cardiac Science Corporation	$	2,054		$	2,286		$	2,478		$	(105,202	)	$	(538	)	$	(2,106	)	$	(66,546	)	$	(7,807	)
Net income (loss) per share attributable to Cardiac Science Corporation:
Basic	$	0.09		$	0.10		$	0.11		$	(4.58	)	$	(0.02	)	$	(0.09	)	$	(2.85	)	$	(0.33	)
Diluted	$	0.09		$	0.10		$	0.11		$	(4.58	)	$	(0.02	)	$	(0.09	)	$	(2.85	)	$	(0.33	)

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)

A summary of the activity in the allowance for doubtful accounts follows:

			Expenses
	Beginning		and					End of
	of Period		Adjustments		Write-offs			Period
	(In thousands)
Year Ended December 31, 2009	$	1,186	$	1,245	$	(1,414	)	$	1,017
Year Ended December 31, 2008		500		972		(286	)		1,186
Year Ended December 31, 2007		907		236		(643	)		500

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Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted as of December 31, 2009, an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation as of December 31, 2009, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective for ensuring that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2009, that our disclosure controls and procedures are also effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting is set forth in Item 8 in our consolidated financial statements included elsewhere in this report.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2009, which is included in Item 8.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.   Other Information

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The information called for by Part III, Item 10, is incorporated by reference to the sections entitled “Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics” and “Other Information as to Directors — Board Committees and Meetings — Audit Committee” included in our definitive Proxy Statement relating to our 2010 annual meeting of stockholders. We will file the information called for by this item by an amendment to this report no later than the end of the 120 day period following the fiscal year end to which this report relates if our Proxy Statement is not filed by such date.

Item 11.   Executive Compensation

Information called for by Part III, Item 11, is incorporated by reference to the sections entitled “Other Information as to Directors — Directors Compensation,” “Executive Compensation” and “Compensation Committee Report” included in our definitive Proxy Statement relating to our 2010 annual meeting of stockholders. We will file the information called for by this item by an amendment to this report no later than the end of the 120 day period following the fiscal year end to which this report relates if our Proxy Statement is not filed by such date.

89

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information called for by Part III, Item 12, is incorporated by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” included in our definitive Proxy Statement relating to our 2010 annual meeting of stockholders. We will file the information called for by this item by an amendment to this report no later than the end of the 120 day period following the fiscal year end to which this report relates if our Proxy Statement is not filed by such date.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Information called for by Part III, Item 13, is incorporated by reference to the sections entitled “Certain Relationships and Related Person Transaction” and “Other Information as to Directors — Director Independence” included in our definitive Proxy Statement relating to our 2010 annual meeting of stockholders. We will file the information called for by this item by an amendment to this report no later than the end of the 120 day period following the fiscal year end to which this report relates if our Proxy Statement is not filed by such date.

Item 14.   Principal Accountant Fees and Services.

Information called for by Part III, Item 14, is incorporated by reference to the section entitled “Audit and Related Fees” included in our definitive Proxy Statement relating to our 2010 annual meeting of stockholders. We will file the information called for by this item by an amendment to this report no later than the end of the 120 day period following the fiscal year end to which this report relates if our Proxy Statement is not filed by such date.

PART IV

ITEM 15.   Exhibits and Financial Statement Schedules

(a) The following financial statements, financial statement schedule and exhibits are filed as part of this report:

(1) Consolidated Financial Statements: See Index to Financial Statements at Item 8.

(2) Financial Statement Schedule: See Schedule II — Valuation and Qualifying Accounts.

(3) Exhibits are incorporated herein by reference or are filed with this report: See Index to Exhibits following the signature page of this report.

All other schedules have been omitted because they are not applicable, not required, or because the information required to be set forth therein is included in the consolidated financial statements or in notes thereto.

(b) Exhibits.

The Exhibit Index is included on pages 92-95 of this report.

90

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cardiac Science Corporation

By:  /s/  Michael K. Matysik
Michael K. Matysik
Chief Financial Officer

Date: March 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/  DAVID L. MARVER David L. Marver	President, Chief Executive Officer and Director (Principal Executive Officer)	March 15, 2010
/s/  MICHAEL K. MATYSIK Michael K. Matysik	Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2010
/s/  RUEDIGER NAUMANN-ETIENNE Ruediger Naumann-Etienne	Chairman of the Board	March 15, 2010
/s/  RONALD A. ANDREWS, JR. Ronald A. Andrews, Jr.	Director	March 15, 2010
/s/  W. ROBERT BERG W. Robert Berg	Director	March 15, 2010
/s/  CHRISTOPHER J. DAVIS Christopher J. Davis	Director	March 15, 2010
/s/  TIMOTHY C. MICKELSON Timothy C. Mickelson	Director	March 15, 2010

91

Exhibit
Number			Description
	2	.1	Agreement and Plan of Merger dated as of February 28, 2005, as amended on June 23, 2005, among Quinton Cardiology Systems, Inc., Cardiac Science, Inc., CSQ Holding Company, Rhythm Acquisition Corporation, and Heart Acquisition Corporation(1)
	2	.2	Stock Purchase Agreement dated December 23, 2002 by and among Spacelabs Medical, Inc., Spacelabs Burdick, Inc., Quinton Cardiology Systems, Inc. and Datex-Ohmeda, Inc.(3)
	3	.1	Amended and Restated Certificate of Incorporation(2)
	3	.2	Amended and Restated Bylaws(12)
	4	.1	Specimen Stock Certificate(2)
	4	.2	Second Amended and Restated Registration Rights Agreement, dated as of February 28, 2005, by and among Cardiac Science, Inc., and the investors listed on the signature pages thereto(16)
	10	.1*	Amended and Restated Employment Agreement dated as of September 20, 2006 between Cardiac Science Corporation and John R. Hinson(15)
	10	.2*	Consulting Agreement dated as of March 26, 2009 between Cardiac Science Corporation and John R. Hinson(22)
	10	.3*	Quinton Cardiology Systems, Inc. 1998 Amended and Restated Equity Incentive Plan(4)
	10	.4*	Cardiac Science Corporation, Inc. 2002 Stock Incentive Plan
	10	.5*	Cardiac Science Corporation, Inc. 2002 Employee Stock Purchase Plan
	10	.6*	Cardiac Science Corporation Stock Option Grant Program for Nonemployee Directors(17)
	10	.7*	Cardiac Science, Inc. 1997 Stock Option/Stock Issuance Plan, as amended(9)
	10	.8*	Quinton Cardiology Systems, Inc. Stock Option Grant Notice and Stock Option Agreement between Quinton Cardiology Systems, Inc. and Feroze Motafram dated as of July 23, 2003(8)
	10	.9*	Amended and Restated Employment Agreement dated as of September 20, 2006 between Cardiac Science Corporation and Kurt Lemvigh(15)
	10	.10*	Amended and Restated Employment Agreement dated as of September 20, 2006 between Cardiac Science Corporation and Feroze Motafram(21)
	10	.11*	Separation and Release Agreement dated as of September 17, 2009 between Cardiac Science Corporation and Feroze Motafram(23)
	10	.12*	Form of Quinton Cardiology Systems, Inc. Stock Option Grant Notice and Stock Option Agreement (This exhibit represents other substantially identical documents that have been omitted because they are substantially identical to this document in all material respects and an Appendix attached to this exhibit sets forth material details by which the omitted documents differ from this exhibit.)(7)
	10	.13*	Form of Employment Agreement between Cardiac Science Corporation and its executive officers
	10	.14*	Form of Stock Option Grant Notice and Stock Option Agreement for grants made pursuant to the Cardiac Science Corporation 2002 Stock Incentive Plan(14)
	10	.15*	Form of Indemnification Agreement(12)
	10	.16*	Equity Grant Program for Nonemployee Directors under the Cardiac Science Corporation 2002 Stock Incentive Plan(21)
	10	.17*	Cardiac Science Corporation Management Incentive Plan (MIP) — 2010
	10	.18*	Form of 1997 Stock Option/Stock Issuance Plan Grant Notice and Option Agreement(13)
	10	.19*	Form of Cardiac Science Corporation Stock Option Grant Notice under 2002 Stock Incentive Plan for Non-Employee Directors(17)
	10	.20*	Form of 2010 Compensation Incentive Plan for Kurt Lemvigh
	10	.21*	Form of Restricted Stock Unit Agreement under the Cardiac Science Corporation 2002 Stock Incentive Plan(21)
	10	.22*	Form of Restricted Stock Unit Grant Notice for grants made pursuant to the Cardiac Science Corporation, Inc. 2002 Stock Incentive Plan
	10	.23	Lease Agreement between Carl Ruedebusch LLC and Burdick, Inc. regarding premises at Deerfield Industrial Park in Deerfield, Wisconsin dated as of November 26, 2008(21)

92

Exhibit
Number			Description
	10	.24	Lease Agreement between Quinton Cardiology Systems, Inc. and Hibbs/ Woodinville Associates, L.L.C. regarding premises at Bothell, Washington, dated August 29, 2003(6)
	10	.25++	OEM Purchase and Supply Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.26++	Addendum 1 dated as of March 24, 2004 to OEM Purchase and Supply Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.27	Amendment One dated August 10, 2004 to OEM Purchase and Supply Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.28	Second Amendment dated February 14, 2005 to OEM Purchase and Supply Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.29+	Third Amendment, dated June 10, 2005, to the OEM Purchase and Supply Agreement dated July 29, 2003, as amended, between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc.(11)
	10	.30+	OEM Purchase Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.31	Amendment One dated August 10, 2004 to OEM Purchase Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.32	Second Amendment dated February 14, 2005 to OEM Purchase Agreement between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.33	Third Amendment, dated June 10, 2005, to the OEM Purchase Agreement dated July 29, 2003, as amended, between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc.(11)
	10	.34++	Fourth Amendment dated October 25, 2006 to OEM Purchase Agreement between Cardiac Science Corporation and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(17)
	10	.35++	Fifth Amendment dated September 7, 2007 to OEM Purchase Agreement between Cardiac Science Corporation and GE Medical Systems Information Technologies, Inc. dated July 29, 2003(19)
	10	.36+	Exclusive Distribution Agreement for United States and Canadian Hospitals dated June 13, 2005, between Cardiac Science, Inc. and GE Medical Systems Information Technologies, Inc.(11)
	10	.37	First Amendment dated as of September 5, 2007 to Exclusivity Agreement by and between Cardiac Science Corporation and GE Medical Systems Information Technologies, Inc. dated June 10, 2005(19)
	10	.38	Settlement Agreement by and between Cardiac Science Corporation, Koninklijke Philips Electronics N.V. and Philips Electronics North America Corporation, dated April 24, 2007(18)
	10	.39++	Cross-License Agreement by and between Cardiac Science Corporation, Koninklijke Philips Electronics N.V. and Philips Electronics North America Corporation, dated April 24, 2007(18)
	10	.40++	Form of OEM Supply and Purchase Agreement between Cardiac Science Corporation and Nihon Kohden Corporation entered into July 29, 2008, effective January 1, 2008(20)
	10	.41++	OEM Supply and Purchase Agreement between Cardiac Science Corporation and Nihon Kohden Corporation entered into March 31, 2005(21)
	10	.42	Master Agreement for Professional Services dated as of May 29, 2008 between Cardiac Science Corporation and Syncroness, Inc.(22)
	21	.1	Subsidiaries
	23	.1	Consent of Independent Registered Public Accounting Firm
	31	.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Indicates management contract or compensatory plan or arrangement.

93

+	Portions of this exhibit are omitted and were filed separately with the Securities and Exchange Commission pursuant to Cardiac Science Inc.’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
++	Portions of this exhibit are omitted and were filed separately with the Securities and Exchange Commission pursuant to Cardiac Science Corporation’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(1)	Incorporated by reference to the Registrant’s Amendment No. 3 to the Registration Statement on Form S-4/A (File No. 333-124514) filed on July 28, 2005.
(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-51512) filed on September 1, 2005.
(3)	Incorporated by reference to Quinton Cardiology Systems, Inc.’s Current Report on Form 8-K (File No. 000-49755) filed on January 17, 2003.
(4)	Incorporated by reference to Quinton Cardiology Systems, Inc.’s Registration Statement on Form S-1 (File No. 333-83272) filed on February 22, 2002.
(5)	Incorporated by reference to Quinton Cardiology Systems, Inc.’s Amendment No. 3 to the Registration Statement on Form S-1/A (File No. 333-83272) filed on April 3, 2002.
(6)	Incorporated by reference to Quinton Cardiology Systems, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 000-49755).
(7)	Incorporated by reference to Quinton Cardiology Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-49755).
(8)	Incorporated by reference to Quinton Cardiology Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-49755).
(9)	Incorporated by reference to Cardiac Science, Inc.’s Definitive Proxy Statement for the Annual Meeting of Stockholders (File No. 000-19567) held on September 9, 2002.
(10)	Incorporated by reference to Cardiac Science, Inc.’s Current Report on Form 8-K (File No. 000-19567) filed on July 22, 2004.
(11)	Incorporated by reference to Cardiac Science, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 000-19567).
(12)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-51512) filed November 15, 2005.
(13)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 000-51512).
(14)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 000-51512).
(15)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-51512) filed September 22, 2006.
(16)	Incorporated by reference to Registrant’s Registration Statement on Form S-4 (File No. 333-124514) filed on May 2, 2005.
(17)	Incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-51512).
(18)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 000-51512).
(19)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (File No. 000-51512).
(20)	Incorporated by reference to the Registrant’s Amendment No. 1 to its Quarterly Report for the quarter ended September 30, 2008 (File No. 000-51512) filed on December 31, 2008.

94

(21)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 000-51512).
(22)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 000-51512).
(23)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. 000-51512).

95

EX-10.4

Exhibit 10.4

CARDIAC SCIENCE CORPORATION

2002 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

     The purpose of the Cardiac Science Corporation 2002 Stock Incentive Plan (the “Plan”) is to enhance the long-term shareholder value of Cardiac Science Corporation, a Delaware corporation (the “Company”), by offering opportunities to selected persons to participate in the Company’s growth and success, and to encourage them to remain in the service of the Company or a Related Company (as defined in Section 2) and to acquire and maintain stock ownership in the Company.

SECTION 2. DEFINITIONS

     In the Plan:

     “Award” means any Option or Stock Award.

     “Board” means the Board of Directors of the Company.

     “Cause,” unless otherwise defined in the instrument evidencing the Award or in a written employment or services agreement between the Company or a Related Company and the Participant, means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Common Stock” means the common stock, par value $0.001 per share, of the Company.

     “Company Transaction,” unless otherwise defined in the instrument evidencing the Award or in a written employment or services agreement between the Participant and the Company or a Related Company, means consummation of either

     (a) a merger or consolidation of the Company with or into any other company, entity or person or

     (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all the Company’s then outstanding securities or all or substantially all the Company’s assets;

provided, however, that a Company Transaction shall not include a Related Party Transaction.

1

     “Disability” unless otherwise defined by the Plan Administrator or in the instrument evidencing the Award or in a written employment or services agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Plan Administrator, to perform his or her duties for the Company or a Related Company and to be engaged in any substantial gainful activity.

     “Early Retirement” means Termination of Service prior to Retirement on terms and conditions approved by the Plan Administrator.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Fair Market Value” means the per share value of the Common Stock as established in good faith by the Plan Administrator or, if the Common Stock is (a) listed on the Nasdaq National Market, the closing sales price for the Common Stock as reported by that market for regular session trading for a single trading day, or (b) listed on the New York Stock Exchange or the American Stock Exchange, the closing sales price for the Common Stock as such price is officially quoted in the composite tape of transactions on such exchange for regular session trading for a single trading day. If there is no such reported price for the Common Stock for the date in question, then such price on the last preceding date for which such price exists shall be determinative of Fair Market Value.

     “Grant Date” means the date on which the Plan Administrator completes the corporate action authorizing the grant of an Award or such later date specified by the Plan Administrator provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

     “Incentive Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined in Section 422 of the Code.

     “Nonqualified Stock Option” means an Option other than an Incentive Stock Option.

     “Option” means the right to purchase Common Stock granted under Section 7.

     “Option Expiration Date” has the meaning set forth in Section 7.6.

     “Option Term” has the meaning set forth in Section 7.3.

     “Participant” means the person to whom an Award is granted.

     “Plan Administrator” has the meaning set forth in Section 3.1.

     “Related Company” means any entity that, directly or indirectly, is in control of or is controlled by, the Company.

2

     “Related Party Transaction” means (a) a merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately after the merger or consolidation; (b) a sale, lease, exchange or other transfer of the Company’s assets to a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including but not limited to, reincorporating the Company in a different jurisdiction or creating a holding company; or (d) a corporate dissolution or liquidation.

     “Retirement,” unless otherwise defined by the Plan Administrator from time to time for purposes of the Plan, means Termination of Service on or after the date the individual reaches “normal retirement age” as that term is defined in Section 411(a)(8) of the Code.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Stock Award” means an Award of shares of Common Stock or units denominated in Common Stock granted under Section 9, the rights of ownership of which may be subject to restrictions prescribed by the Plan Administrator.

     “Successor Company” means the surviving company, the successor company or its parent, as applicable, in connection with a Company Transaction.

     “Termination of Service” means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including death, Disability, Early Retirement or Retirement, as determined by the Plan Administrator in its sole discretion. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Plan Administrator and its determination shall be final. Transfer of the Participant’s employment or service relationship between Related Companies, or between the Company and any Related Company, shall not be considered a Termination of Service for purposes of an Award, but unless the Plan Administrator determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company.

     “Vesting Commencement Date” means the Grant Date or such other date selected by the Plan Administrator as the date from which the Option begins to vest for purposes of Section 7.4.

SECTION 3. ADMINISTRATION

3.1 Plan Administrator

     The Plan shall be administered by the Board and/or a committee or committees (which term includes subcommittees) appointed by, and consisting of two or more members

3

of, the Board (a “Plan Administrator”). If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) “outside directors” as contemplated by Section 162(m) of the Code and (b) “nonemployee directors” as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding the foregoing, the Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible persons to different committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board may authorize one or more officers of the Company to grant Awards to designated classes of eligible persons, within the limits specifically prescribed by the Board.

3.2 Administration and Interpretation by Plan Administrator

     Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Awards under the Plan, including selecting the persons to be granted Awards, determining the type of Awards, the number of shares of Common Stock subject to an Award, and all terms, conditions, restrictions and limitations, if any, of an Award, and approving the forms of agreement for use under the Plan. The Plan Administrator shall also have exclusive authority to interpret the Plan and the terms of any instrument evidencing the Award and may from time to time adopt and change rules and regulations of general application for the Plan’s administration. The Plan Administrator’s interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate ministerial duties to such of the Company’s officers as it so determines. For purposes of determining the effect on an Award of a Company-approved leave of absence or a Participant’s working less than full time, the human resources director or other person performing that function may be deemed the Plan Administrator.

SECTION 4. STOCK SUBJECT TO THE PLAN

4.1 Authorized Number of Shares

     Subject to adjustment from time to time as provided in Section 12.1, the maximum number of shares of Common Stock available for issuance under the Plan shall be:

     (a) 87,709 shares; plus

     (b) an annual increase to be added as of the first day of each fiscal year of the Company equal to the least of (i) 526,260 shares and (ii) 3% of the outstanding Common Stock of the Company as of the end of the Company’s immediately preceding fiscal year on a

4

fully diluted basis (assuming exercise of all outstanding options and warrants and conversion of all outstanding convertible securities) and (iii) a lesser amount determined by the Board; provided that any shares from any such increases in previous years that are not actually issued shall continue to be available for issuance under the Plan; plus

     (c) any authorized shares (i) not issued or subject to outstanding awards under the Company’s 1998 Equity Incentive Plan (the “Prior Plan”) on the date the initial registration of the Common Stock under 12(b) or 12(g) of the Exchange Act first becomes effective and (ii) any shares subject to outstanding awards under the Prior Plan on such date that thereafter cease to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares), up to an aggregate maximum of 1,132,570 shares.

     Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company.

4.2 Reuse of Shares

     Any shares of Common Stock that have been made subject to an Award that are not issued under the Plan upon exercise or settlement of the Award shall again be available for issuance in connection with future grants of Awards under the Plan. In addition, if shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision, such shares shall again be available for the purposes of the Plan. Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment from time to time as provided in Section 12.1.

SECTION 5. ELIGIBILITY

     An Award may be granted to any officer, director or employee of the Company or a Related Company that the Plan Administrator from time to time selects. An Award may also be granted to any consultant, advisor or independent contractor who provides services to the Company or any Related Company, so long as such Participant (a) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) does not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

6.1 Form and Grant of Awards

     The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Awards may be granted singly or in combination.

5

6.2 Settlement of Awards

     The Company may settle Awards through the delivery of shares of Common Stock, the granting of replacement Awards or any combination thereof as the Plan Administrator shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock equivalents.

6.3 Acquired Company Awards

     Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans, or assume under the Plan awards issued under other plans, if the other plans are or were plans of other acquired entities (“Acquired Entities”) (or the parent of an Acquired Entity) and the new Award is substituted, or the old award is assumed, by reason of a merger, consolidation, acquisition of property or stock, reorganization or liquidation (the “Acquisition Transaction”). In the event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

SECTION 7. AWARDS OF OPTIONS

7.1 Grant of Options

     The Plan Administrator shall have the authority, in its sole discretion, to grant Options designated as Incentive Stock Options or as Nonqualified Stock Options.

7.2 Option Exercise Price

     The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator, but shall not be less than the minimum exercise price required by Section 8.3 with respect to Incentive Stock Options.

7.3 Term of Options

     Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the “Option Term”) shall be as established for that Option by the Plan Administrator or, if not so established, shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Section 8.4.

6

7.4 Exercise of Options

     The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time:

Period of Participant’s Continuous Employment or Service With the Company or Its Related Companies From the Vesting Commencement Date	Portion of Total Option That Is Vested and Exercisable
After twelve (12) months	1/4th
Each additional one-month period of continuous service completed thereafter	An additional 1/36th of the remaining shares
After four (4) years	100%

     The Plan Administrator, in its sole discretion, may adjust the vesting schedule of an Option held by a Participant who works less than “full time” as that term is defined by the Plan Administrator or who takes a Company-approved leave of absence.

     To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company of a written stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.

7.5 Payment of Exercise Price

     The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include:

     (a) cash;

     (b) check;

7

     (c) tendering (either actually or, if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock already owned by the Participant for at least six months (or any shorter period necessary to avoid a charge to the Company’s earnings for financial reporting purposes) that on the day prior to the exercise date have a Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

     (d) if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

     (e) such other consideration as the Plan Administrator may permit.

     In addition, to assist a Participant (including a Participant who is an officer or a director of the Company) in acquiring shares of Common Stock pursuant to an Award granted under the Plan, the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a Participant of the purchase price of the Common Stock by a promissory note or (ii) the guarantee by the Company of a loan obtained by the Participant from a third party. Such notes or loans must be full recourse to the extent necessary to avoid charges to the Company’s earnings for financial reporting purposes and bear a marked rate of interest. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest rate and terms of and security for repayment.

7.6 Post-Termination Exercises

     The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, if a Participant ceases to be employed by, or to provide services to, the Company or a Related Company, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

     (a) Any portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date.

     (b) Any portion of an Option that is vested and exercisable on the date of a Participant’s Termination of Service shall expire on the earliest to occur of

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          (i) if the Participant’s Termination of Service occurs for reasons other than Cause, Disability or death, the date which is three months after such Termination of Service;

          (ii) if the Participant’s Termination of Service occurs by reason of Disability or death, the one-year anniversary of such Termination of Service; and

          (iii) the last day of the Option Term (the “Option Expiration Date”).

     Notwithstanding the foregoing, if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise.

     Also notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

     (c) A Participant’s change in status from an employee to a consultant, advisor or independent contractor or a change in status from a consultant, advisor or independent contractor to an employee, shall not be considered a Termination of Service for purposes of this Section 7.

     (d) The effect of a Company-approved leave of absence on the application of this Section 7 shall be determined by the Plan Administrator, in its sole discretion.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

     Notwithstanding any other provisions of the Plan, and to the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions:

8.1 Dollar Limitation

     To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which a Participant’s Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the

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event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2 Eligible Employees

     Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.

8.3 Exercise Price

     The exercise price of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Stock on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a “Ten Percent Shareholder”), shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

8.4 Option Term

     Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the Option Term of an Incentive Stock Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, shall not exceed five years.

8.5 Exercisability

     An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the date of a Participant’s Termination of Service if termination was for reasons other than death or Disability, (b) more than one year after the date of a Participant’s Termination of Service if termination was by reason of Disability, or (c) after the Participant has been on leave of absence for more than 90 days, unless the Participant’s reemployment rights are guaranteed by statute or contract.

8.6 Taxation of Incentive Stock Options

     In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise.

     A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any

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disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.

8.7 Promissory Notes

     The amount of any promissory note delivered pursuant to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes.

8.8 Code Definitions

     For the purposes of this Section 8, “parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

SECTION 9. STOCK AWARDS

9.1 Grant of Stock Awards

     The Plan Administrator is authorized to make Awards of Common Stock or Awards denominated in units of Common Stock on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any (which may be based on continuous service with the Company or the achievement of performance goals, where such goals may be stated in absolute terms or relative to comparison companies), as the Plan Administrator shall determine, in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award. The terms, conditions and restrictions that the Plan Administrator shall have the power to determine shall include, without limitation, the manner in which shares subject to Stock Awards are held during the periods they are subject to restrictions and the circumstances under which repurchase or forfeiture of the Stock Award shall occur by reason of a Participant’s Termination of Service.

9.2 Issuance of Shares

     Upon the satisfaction of any terms, conditions and restrictions prescribed in respect to a Stock Award, or upon a Participant’s release from any terms, conditions and restrictions of a Stock Award, as determined by the Plan Administrator, the Company shall release, as soon as practicable, to the Participant or, in the case of the Participant’s death, to the personal representative of the Participant’s estate or as the appropriate court directs, the appropriate number of shares of Common Stock.

9.3 Waiver of Restrictions

     Notwithstanding any other provisions of the Plan, the Plan Administrator may, in its sole discretion, waive the repurchase or forfeiture period and any other terms, conditions or

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restrictions on any Stock Award under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.

SECTION 10. WITHHOLDING

     The Company may require the Participant to pay to the Company the amount of any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied.

     The Plan Administrator may permit or require a Participant to satisfy all or part of his or her tax withholding obligations by (a) paying cash to the Company, (b) having the Company withhold from any cash amounts otherwise due or to become due from the Company to the Participant, or (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested in the case of Stock Awards) having a value equal to the tax withholding obligations, or (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations. The value of the shares so withheld may not exceed the employer’s minimum required tax withholding rate, and the value of the shares so tendered may not exceed such rate to the extent the Participant has owned the tendered shares for less than six months if such limitation is necessary to avoid a charge to the Company for financial reporting purposes.

SECTION 11. ASSIGNABILITY

     No Award or interest in an Award may be assigned, pledged or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent a Participant designates a beneficiary on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award; provided, however, that an Award so assigned or transferred shall be subject to all the terms and conditions of the Plan and those contained in the instrument evidencing the Award.

SECTION 12. ADJUSTMENTS

12.1 Adjustment of Shares

     In the event, at any time or from time to time after board approval of the Plan, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares of

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Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other company or (b) new, different or additional securities of the Company or of any other company being received by the holders of shares of Common Stock of the Company, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Section 4 and (ii) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 12.1 but shall be governed by Sections 12.2 and 12.3, respectively.

12.2 Dissolution or Liquidation

     To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options and Stock Awards denominated in units shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

12.3 Company Transaction

     12.3.1 Options

     In the event of a Company Transaction, except as otherwise provided in the instrument evidencing an Option or in a written employment or services agreement between a Participant and the Company or a Related Company,

     (a) Except as provided in subsection (b) below, each outstanding Option shall be assumed or an equivalent option or right substituted by the Successor Company.

     (b) If in connection with a Company Transaction the Successor Company refuses to assume or substitute for an Option, then each such outstanding Option shall become fully vested and exercisable with respect to 100% of the unvested portion of the Option. In such case, the Plan Administrator shall notify the Participant in writing or electronically that the unvested portion of the Option specified above shall be fully vested and exercisable for a specified time period. At the expiration of the time period, the Option shall terminate, provided that the Company Transaction has occurred.

     (c) For the purposes of this Section 12.3, the Option shall be considered assumed or substituted for if following the Company Transaction the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Option immediately prior to the Company Transaction, the consideration (whether stock, cash, or other securities

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or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Plan Administrator may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Plan Administrator, and its determination shall be conclusive and binding.

     (d) All Options shall terminate and cease to remain outstanding immediately following the Company Transaction, except to the extent assumed by the Successor Company.

     12.3.2 Stock Awards

     In the event of a Company Transaction, except as otherwise provided in the instrument evidencing the Award and unless otherwise provided in a written employment or services agreement between a Participant and the Company or a Related Company, the vesting of shares subject to Stock Awards shall accelerate, and the forfeiture provisions to which such shares are subject shall lapse, if and to the same extent that the vesting of outstanding Options accelerates in connection with the Company Transaction. If unvested Options are to be assumed or substituted by a Successor Company without acceleration upon the occurrence of a Company Transaction, the repurchase or forfeiture provisions to which such Stock Awards are subject shall continue with respect to shares of the Successor Company that may be issued in exchange for such shares.

12.4 Further Adjustment of Awards

     Subject to Sections 12.2 and 12.3, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such action.

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12.5 Limitations

     The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

12.6 Fractional Shares

     In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION 13. [RESERVED]

SECTION 14. AMENDMENT AND TERMINATION

14.1 Amendment, Suspension or Termination of Plan

     The Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that to the extent required for compliance with Section 422 of the Code or any applicable law or regulation, shareholder approval shall be required for any amendment that would (a) increase the total number of shares available for issuance under the Plan, (b) modify the class of employees eligible to receive Options, or (c) otherwise require shareholder approval under any applicable law or regulation. Any amendment made to the Plan that would constitute a “modification” to Incentive Stock Options outstanding on the date of such amendment shall not, without the consent of the Participant, be applicable to such outstanding Incentive Stock Options but shall have prospective effect only.

14.2 Term of Plan

     Unless sooner terminated as provided herein, the Plan shall terminate ten years after the earlier of the Plan’s adoption by the Board and approval by the shareholders.

14.3 Consent of Participant

     The suspension, amendment or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Sections 12.1 through 12.3 shall not be subject to these restrictions.

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SECTION 15. GENERAL

15.1 Evidence of Awards

     Awards granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan.

15.2 No Individual Rights

     Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without Cause.

15.3 Issuance of Shares

     Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction), and the applicable requirements of any securities exchange or similar entity.

     The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal, state and foreign securities laws.

     To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

15.4 No Rights as a Shareholder

     No Option or Stock Award denominated in units shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

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15.5 Compliance With Laws and Regulations

     Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.

15.6 Participants in Other Countries

     The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to ensure the viability of the benefits from Awards granted to Participants employed in such countries and to meet the objectives of the Plan.

15.7 No Trust or Fund

     The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

15.8 Severability

     If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

15.9 Choice of Law

     The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the state of California without giving effect to principles of conflicts of law.

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SECTION 16. EFFECTIVE DATE

     The effective date is the date on which the Plan is adopted by the Board. If the shareholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options.

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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
SUMMARY PAGE

Date of Board		Section/Effect	Date of Shareholder
Action	Action	of Amendment	Approval
February 21, 2002	Initial Plan Adoption		February 21, 2002
September 1, 2005	Amendment of Plan	Plan amended effective at effective time of the assumption of the Plan by Cardiac Science Corporation to reflect the assumption and eliminate inoperative provisions	Not required

EX-10.5

Exhibit 10.5

CARDIAC SCIENCE CORPORATION

2002 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. PURPOSE

     The purposes of the Cardiac Science Corporation 2002 Employee Stock Purchase Plan (the “Plan”) are (a) to assist employees of Cardiac Science Corporation, a Delaware corporation (the “Company”), and its designated subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and (b) to encourage employees to remain in the employ of the Company and its subsidiaries.

SECTION 2. DEFINITIONS

     In the Plan:

     “Additional Shares” has the meaning set forth in Section 6.

     “Board” means the Board of Directors of the Company.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Committee” means the Company’s Compensation Committee or any other Board committee appointed by the Board to administer the Plan.

     “Common Stock” means the common stock, par value $0.001 per share, of the Company.

     “Company” means Cardiac Science Corporation, a Delaware corporation.

     “Company Transaction” means consummation of either:

     (a) a merger or consolidation of the Company with or into any another company, entity or person or

     (b) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company’s outstanding securities or all or substantially all the Company’s assets;

provided, however, that a Company Transaction shall not include a Related Party Transaction.

     “Designated Subsidiary” means any domestic Subsidiary Corporation or any other Subsidiary Corporation designated as such by the Board or the Committee.

     “Eligible Compensation” means all W-2 earnings (e.g. wages, tips, overtime pay, bonuses and commissions, as included on IRS Form W-2) and such amounts of gross earnings as are deferred by an Eligible Employee (a) under a qualified cash or deferred arrangement described in Section 401(k) of the Code or (b) to a plan qualified under Section 125 of the Code. Eligible Compensation does not include taxable fringe benefits, reimbursement or other expense allowances, moving expenses, welfare benefits, deferred compensation (other than deferred amounts noted above), gain from stock option exercises or any other special payments.

     “Eligible Employee” means any employee of the Company or a Designated Subsidiary who is in the employ of the Company or any Designated Subsidiary on one or more Offering Dates and who meets the following criteria:

     (a) the employee does not, immediately after the Option is granted, own stock (as defined by the Code) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of a Parent or Subsidiary Corporation;

     (b) the employee’s customary employment is for 20 hours or more per week or any lesser number of hours established by the Plan Administrator for a future Offering Period;

     (c) if specified by the Plan Administrator for a future Offering Period, the employee customarily works a minimum of five months per year or any lesser number of months established by the Plan Administrator; and

     (d) if specified by the Plan Administrator for a future Offering Period, the employee has been employed for a minimum of one year as of an Offering Period or any lesser or greater minimum employment period not to exceed two years that is established by the Plan Administrator for a future Offering Period.

If the Company permits any employee of a Designated Subsidiary to participate in the Plan, then all employees of that Designated Subsidiary who meet the requirements of this paragraph shall also be considered Eligible Employees.

“Enrollment Period” has the meaning set forth in Section 7.1.

     “ESPP Broker” has the meaning set forth in Section 10.1.

     “Fair Market Value” shall be as established in good faith by the Plan Administrator or (a) if the Common Stock is listed on the Nasdaq National Market, the closing sales price for the Common Stock as reported by that market for regular session trading on the Offering Date or the Purchase Date, as applicable, unless the Plan Administrator determines otherwise for a future Offering Period or (b) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, the closing sales price for the Common Stock as such price is officially quoted in the composite tape of transactions on such exchange for regular session trading on the Offering Date or the Purchase Date, as applicable, unless the Plan Administrator determines otherwise for a future Offering Period. If there is no such

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reported price for the Common Stock for the date in question, then such price on the last preceding date for which such price exists shall be determinative of Fair Market Value.

     “Offering Period” has the meaning set forth in Section 5.1.

     “Offering Date” means the first day of an Offering Period.

     “Option” means an option granted under the Plan to an Eligible Employee to purchase shares of Common Stock.

     “Parent Corporation” means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company, if, at the time of the granting of the Option, each of the corporations, other than the Company, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

     “Participant” means any Eligible Employee who has elected to participate in an Offering Period in accordance with the procedures set forth in Section 7 and who has not withdrawn from the Plan or whose participation in the Plan is not otherwise terminated.

     “Plan” means the Cardiac Science Corporation 2002 Employee Stock Purchase Plan, as it may be amended from time to time.

     “Plan Administrator” has the meaning set forth in Section 3.1.

     “Purchase Date” means the last day of each Purchase Period.

     “Purchase Period” has the meaning set forth in Section 5.2.

     “Purchase Price” has the meaning set forth in Section 6.

     “Related Party Transaction” means (a) a merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of a successor company (as defined in Section 20.3) immediately after the merger or consolidation; (b) a sale, lease, exchange or other transfer of the Company’s assets to a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including but not limited to, reincorporating the Company in a different jurisdiction or creating a holding company; or (d) a corporate dissolution or liquidation.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Subscription” has the meaning set forth in Section 7.1.

     “Subsidiary Corporation” means any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company, if, at the time of the granting of

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the Option, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

SECTION 3. ADMINISTRATION

3.1 Plan Administrator

     The Plan shall be administered by the Board or the Committee or, if and to the extent the Board or the Committee designates an executive officer of the Company to administer the Plan, by such executive officer (each, the “Plan Administrator”). Any decisions made by the Plan Administrator shall be applicable equally to all Eligible Employees.

3.2 Administration and Interpretation by the Plan Administrator

     Subject to the provisions of the Plan, the Plan Administrator shall have the authority, in its sole discretion, to determine all matters relating to Options granted under the Plan, including all terms, conditions, restrictions and limitations of Options; provided, however, that all Participants granted Options pursuant to the Plan shall have the same rights and privileges within the meaning of Code Section 423. The Plan Administrator shall also have exclusive authority to interpret the Plan and may from time to time adopt, and change, rules and regulations of general application for the Plan’s administration. The Plan Administrator’s interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, unless reserved to the Board or the Committee, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company’s other officers or employees as the Plan Administrator so determines.

SECTION 4. STOCK SUBJECT TO PLAN

     Subject to adjustment from time to time as provided in Section 20.1, the maximum number of shares of Common Stock that shall be available for issuance under the Plan shall be:

     (a) 175,419 shares, plus

     (b) an annual increase to be added as of the first day of the Company’s fiscal year equal to the least of (i) 175,419 shares and (ii) 2% of the outstanding shares of Common Stock of the Company as of the end of the Company’s immediately preceding fiscal year on a fully diluted basis (assuming exercise of all outstanding options and warrants and conversion of all outstanding convertible securities) and (iii) a lesser amount determined by the Board; provided, however, that any shares from any increases in previous years that are not actually issued shall continue to be added to the aggregate number of shares available for issuance under the Plan.

     Shares issued under the Plan shall be drawn from authorized and unissued shares or shares subsequently acquired by the Company as treasury shares.

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SECTION 5. OFFERING AND PURCHASE PERIODS

5.1 Offering Periods

     (a) Except as otherwise set forth below, the Plan shall be implemented pursuant to twelve month offering periods (an “Offering Period”). Each Offering Period shall commence on December 1 of each year and shall end on the following November 30.

     (b) Notwithstanding the foregoing, the Plan Administrator may establish (i) a different term for one or more future Offering Periods and (ii) different commencing and ending dates for such future Offering Periods; provided, however, that an Offering Period may not exceed five years; and provided, further, that if the Purchase Price may be less than 85% of the Fair Market Value of the Common Stock on the Purchase Date, the Offering Period may not exceed 27 months.

     (c) In the event the first or the last day of an Offering Period is not a regular business day, then the first day of the Offering Period shall be deemed to be the next regular business day and the last day of the Offering Period shall be deemed to be the last preceding regular business day.

5.2 Purchase Periods

     (a) Each Offering Period shall consist of four consecutive purchase periods of three months’ duration (each, a “Purchase Period”). The last day of each Purchase Period shall be the Purchase Date for such Purchase Period. Except as otherwise set forth below, a Purchase Period shall commence on December 1, March 1, June 1 and September 1 of each year and shall end three months later on the next February 28, May 31, August 31, and November 30 respectively, occurring thereafter.

     (b) Notwithstanding the foregoing, the Plan Administrator may establish for a future Offering Period (i) a different term for the initial Purchase Period or for one or more future Purchase Periods and (ii) different commencing and ending dates for any such Purchase Period.

     (c) In the event the first or last day of a Purchase Period is not a regular business day, then the first day of the Purchase Period shall be deemed to be the next regular business day and the last day of the Purchase Period shall be deemed to be the last preceding regular business day.

5.3 Governmental Approval; Shareholder Approval

     Notwithstanding any other provision of the Plan to the contrary, an Option granted pursuant to the Plan shall be subject to (a) obtaining all necessary governmental approvals and qualifications for the Plan and (b) obtaining shareholder approval of the Plan.

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SECTION 6. PURCHASE PRICE

     (a) The purchase price (the “Purchase Price”) at which Common Stock may be acquired in an Offering Period pursuant to the exercise of all or any portion of an Option shall be 85% of the lesser of (i) the Fair Market Value of the Common Stock on the Offering Date of such Offering Period and (ii) the Fair Market Value of the Common Stock on the Purchase Date.

     (b) Notwithstanding the foregoing, if an increase in the number of shares authorized for issuance under the Plan (other than an annual increase pursuant to Section 4) is approved and all or a portion of such additional shares are to be issued during one or more Offering Periods that are underway at the time of shareholder approval of such increase (the “Additional Shares”), then, if as of the date of such shareholder approval, the Fair Market Value of a share of Common Stock is higher than the Fair Market Value on the Offering Date for any such Offering Period, the Purchase Price for the Additional Shares shall be 85% of the lesser of (i) the Common Stock’s Fair Market Value on the date of such shareholder approval and (ii) the Fair Market Value of the Common Stock on the Purchase Date.

SECTION 7. PARTICIPATION IN THE PLAN

7.1 Initial Participation

     An Eligible Employee shall become a Participant on the first Offering Date after satisfying the eligibility requirements and delivering to the Plan Administrator during the enrollment period established by the Plan Administrator (the “Enrollment Period”) a subscription (the “Subscription”):

     (a) indicating the Eligible Employee’s election to participate in the Plan;

     (b) authorizing payroll deductions and stating the amount to be deducted regularly from the Participant’s Eligible Compensation; and

     (c) authorizing the purchase of Common Stock for the Participant in each Purchase Period.

     An Eligible Employee who does not deliver a Subscription as provided above during the Enrollment Period shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless such Eligible Employee subsequently enrolls in the Plan by filing a Subscription with the Company during the Enrollment Period for such subsequent Offering Period. The Company may, from time to time, change the Enrollment Period for a future Offering Period as deemed advisable by the Plan Administrator, in its sole discretion, for the proper administration of the Plan.

     An employee who becomes eligible to participate in the Plan after an Offering Period has commenced shall not be eligible to participate in such Offering Period but may participate in any subsequent Offering Period, provided that such employee is still an

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Eligible Employee as of the commencement of any such subsequent Offering Period. Eligible Employees may not participate in more than one Offering Period at a time.

7.2 Continued Participation

     A Participant shall automatically participate in the next Offering Period until such time as such Participant withdraws from the Plan pursuant to Section 11.3 or terminates employment as provided in Section 13.

SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES

8.1 Number of Shares Purchased

     (a) No Participant shall be entitled to purchase Common Stock under the Plan (or any other employee stock purchase plan that is intended to meet the requirements of Code Section 423 sponsored by the Company, a Parent Corporation or a Subsidiary Corporation) with a Fair Market Value exceeding $25,000 (such value determined as of the Offering Date for each Offering Period or such other limit as may be imposed by the Code) in any calendar year in which a Participant participates in the Plan (or any other employee stock purchase plan described in this Section 8.1).

     (b) No Participant shall be entitled to purchase more than 525 shares of stock (or such other number as the Plan Administrator shall specify for a future Offering Period) under the Plan in any Purchase Period.

     (c) For a future Offering Period, the Board or the Committee may specify a different maximum number of shares that may be purchased by any Participant, as well as a maximum aggregate number of shares that may be purchased by all Participants, pursuant to such Offering Period.

8.2 Pro Rata Allocation

     In the event the number of shares of Common Stock that might be purchased by all Participants exceeds the number of shares of Common Stock available in the Plan, in a Purchase Period or in an Offering Period, the Plan Administrator shall make a pro rata allocation of the remaining shares of Common Stock in as uniform a manner as shall be practicable and as the Plan Administrator shall determine to be equitable. Fractional shares may not be issued under the Plan unless the Plan Administrator determines otherwise for a future Offering Period.

SECTION 9. PAYMENT OF PURCHASE PRICE

9.1 General Rules

     Subject to Section 7.2 and Section 9.11, Common Stock that is acquired pursuant to the exercise of all or any portion of an Option may be paid for only by means of payroll deductions from the Participant’s Eligible Compensation. Except as set forth in this

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Section 9, the amount of compensation to be withheld from a Participant’s Eligible Compensation during each pay period shall be determined by the Participant’s Subscription.

9.2 Percent Withheld

     The amount of payroll withholding for each Participant for purchases pursuant to the Plan during any pay period shall be at least 1% but shall not exceed 15% of the Participant’s Eligible Compensation for such pay period (or such other higher percentage as the Plan Administrator may establish from time to time for a future Offering Period). Amounts shall be withheld in whole percentages only.

9.3 Payroll Deductions

     Payroll deductions shall commence on the first payday following the Offering Date and shall continue through the last payday of the Offering Period unless sooner altered or terminated as provided in the Plan.

9.4 Memorandum Accounts

     Individual accounts shall be maintained for each Participant for memorandum purposes only. All payroll deductions from a Participant’s compensation shall be credited to such account but shall be deposited with the general funds of the Company. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose.

9.5 No Interest

     No interest shall be paid on payroll deductions received or held by the Company.

9.6 Acquisition of Common Stock

     On each Purchase Date of an Offering Period, each Participant shall automatically acquire, pursuant to the exercise of the Participant’s Option, the number of shares of Common Stock arrived at by dividing the total amount of the Participant’s accumulated payroll deductions for the Purchase Period by the Purchase Price; provided, however, that the number of shares of Common Stock purchased by the Participant shall not exceed the number of whole shares of Common Stock so determined, unless the Plan Administrator has determined for a future Offering Period that fractional shares may be issued under the Plan; and provided, further, that the number of shares of Common Stock purchased by the Participant shall not exceed the number of shares for which Options have been granted to the Participant pursuant to Section 8.1.

9.7 Refund of Excess Amounts

     Any cash balance remaining in the Participant’s account at the termination of a Purchase Period that is not sufficient to purchase a whole share of Common Stock shall be applied to the purchase of Common Stock in the next Purchase Period, provided the

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Participant participates in the next Purchase Period and the purchase complies with Section 8.1. All other amounts remaining in a Participant’s account after a Purchase Date shall be refunded to the Participant as soon as practical after the Purchase Date without the payment of any interest.

9.8 Withholding Obligations

     At the time the Option is exercised, in whole or in part, or at the time some or all the Common Stock is disposed of, the Participant shall make adequate provision for local, state, federal and foreign withholding obligations of the Company, if any, that arise upon exercise of the Option or upon disposition of the Common Stock. The Company may withhold from the Participant’s compensation the amount necessary to meet such withholding obligations.

9.9 Termination of Participation

     No Common Stock shall be purchased on behalf of a Participant on a Purchase Date if his or her participation in a current Offering Period or the Plan has terminated on or before such Purchase Date or if the Participant has otherwise terminated employment prior to a Purchase Date.

9.10 Procedural Matters

     The Company may, from time to time, establish (a) limitations on the frequency and/or number of any permitted changes in the amount withheld during an Offering Period, as set forth in Section 11.1, (b) an exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (c) payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, and (d) such other limitations or procedures as deemed advisable by the Company in the Company’s sole discretion that are consistent with the Plan and in accordance with the requirements of Code Section 423.

9.11 Leaves of Absence

     During unpaid leaves of absence approved by the Company and meeting the requirements of the applicable treasury regulations promulgated under the Code, a Participant may elect to continue participation in the Plan by delivering cash payments to the Company on the Participant’s normal paydays equal to the amount of his or her payroll deduction under the Plan had the Participant not taken a leave of absence. Such cash payments will be based upon the Participant’s base salary immediately before the leave of absence. Currently, the treasury regulations provide that a Participant may continue participation in the Plan only during the first 90 days of a leave of absence unless the Participant’s reemployment rights are guaranteed by statute or contract.

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SECTION 10. COMMON STOCK PURCHASED UNDER THE PLAN

10.1 ESPP Broker

     If the Plan Administrator designates or approves a stock brokerage or other financial services firm (the “ESPP Broker”) to hold shares purchased under the Plan for the accounts of Participants, the following procedures shall apply. Promptly following each Purchase Date, the number of shares of Common Stock purchased by each Participant shall be deposited into an account established in the Participant’s name with the ESPP Broker. Each Participant shall be the beneficial owner of the Common Stock purchased under the Plan and shall have all rights of beneficial ownership in such Common Stock. A Participant shall be free to undertake a disposition of the shares of Common Stock in his or her account at any time, but, in the absence of such a disposition, the shares of Common Stock must remain in the Participant’s account at the ESPP Broker until the holding period set forth in Code Section 423 has been satisfied. With respect to shares of Common Stock for which the holding period set forth above has been satisfied, the Participant may move those shares of Common Stock to another brokerage account of the Participant’s choosing or request that a stock certificate be issued and delivered to him or her. Dividends paid in the form of shares of Common Stock with respect to Common Stock in a Participant’s account shall be credited to such account. A Participant who is not subject to payment of U.S. income taxes may move his or her shares of Common Stock to another brokerage account of his or her choosing or request that a stock certificate be delivered to him or her at any time, without regard to the Code Section 423 holding period.

10.2 Notice of Disposition

     By entering the Plan, each Participant agrees to promptly give the Company notice of any Common Stock disposed of within the later of one year from the Purchase Date and two years from the Offering Date for such Common Stock, showing the number of such shares disposed of and the Purchase Date and Offering Date for such Common Stock. This notice shall not be required if and so long as the Company has a designated ESPP Broker.

SECTION 11. CHANGES IN WITHHOLDING AMOUNTS AND
VOLUNTARY WITHDRAWAL

11.1 Changes in Withholding Amounts

     (a) Unless the Plan Administrator establishes otherwise for a future Offering Period, during a Purchase Period, a Participant may elect to reduce payroll contributions to 0% by completing and filing with the Company an amended Subscription authorizing cessation of payroll deductions. The change in rate shall be effective as of the beginning of the next payroll period following the date of filing the amended Subscription, provided the amended Subscription is filed prior to any date required by the Company, and, if not, as of the beginning of the next succeeding payroll period. All payroll deductions accrued by a Participant as of a Change Notice Date shall continue to be applied toward the purchase of Common Stock on the Purchase Date, unless a Participant withdraws from an Offering

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Period or the Plan, pursuant to Section 11.2 or Section 11.3 below. An amended Subscription shall remain in effect until the Participant changes such Subscription in accordance with the terms of the Plan.

     (b) Unless the Plan Administrator determines otherwise for a future Offering Period, a Participant may elect to increase or decrease the amount to be withheld from his or her compensation for future Purchase Periods by filing with the Plan Administrator an amended Subscription; provided, however, that notice of such election must be delivered to the Plan Administrator at least ten days prior to such Purchase Period in such form and in accordance with such terms as the Plan Administrator may establish for an Offering Period. An amended Subscription shall remain in effect until the Participant changes such Subscription in accordance with the terms of the Plan.

     (c) Notwithstanding the foregoing, to the extent necessary to comply with Code Section 423 and Section 8.1, a Participant’s payroll deductions may be decreased to 0% during any Purchase Period if the aggregate of all payroll deductions accumulated with respect to one or more Purchase Periods ending within the same calendar year exceeds $25,000 of Fair Market Value of the Common Stock determined as of the first day of an Offering Period ($21,250 to the extent the Purchase Price may be 85% of the Fair Market Value of the Common Stock on the Offering Date of the Offering Period). Payroll deductions shall re-commence at the rate provided in such Participant’s Subscription at the beginning of the first Purchase Period that is scheduled to end in the following calendar year, unless the Participant terminates participation in an Offering Period or the Plan as provided in Section 11.2 or Section 11.3 or indicates otherwise in an amended Subscription.

     (d) Also notwithstanding the foregoing, a Participant’s payroll deductions may be decreased to 0% at such time that the aggregate of all payroll deductions accumulated with respect to a Purchase Period exceeds the amount necessary to purchase (i) 525 shares of Common Stock in such Purchase Period (or such other number as the Plan Administrator shall specify for a future Offering Period) or (ii) the aggregate number of shares of Common Stock available for purchase by all Participants in any single Purchase Period or Offering Period as set forth in Section 8.1. Payroll deductions shall re-commence at the rate provided in such Participant’s Subscription at the beginning of the next Purchase Period, provided the Participant continues to participate in the Plan and such participation complies with Section 8.1.

11.2 Withdrawal From an Offering Period

     A Participant may withdraw from an Offering Period by completing and delivering to the Plan Administrator a written notice of withdrawal on a form provided by the Company for such purpose. Such notice must be delivered prior to the end of the Purchase Period for which such withdrawal is to be effective. Unless otherwise indicated by a Participant, withdrawal from an Offering Period shall not result in a withdrawal from the Plan or any succeeding Offering Period therein, provided that such Participant is still an Eligible Employee upon commencement of such succeeding Offering Period. A Participant may not

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resume participation in the same Offering Period at any time following withdrawal from such Offering Period.

11.3 Withdrawal From the Plan

     A Participant may withdraw from the Plan by completing and delivering to the Plan Administrator a written notice of withdrawal on a form provided by the Plan Administrator for such purpose. Such notice must be delivered prior to the end of the Purchase Period for which such withdrawal is to be effective, or by any other date specified by the Plan Administrator for a future Offering Period.

11.4 Notice of Withdrawal; Effect of Withdrawal on Prior Purchase Periods; Re-enrollment in the Plan

     (a) The Company may, from time to time, impose a requirement that any notice of withdrawal be on file with the Company for a reasonable period prior to the effectiveness of the Participant’s withdrawal.

     (b) In the event a Participant voluntarily elects to withdraw from the Plan, the Participant may participate in any subsequent Offering Periods under the Plan by again satisfying the definition of Eligible Employee and re-enrolling in the Plan in accordance with Section 7.

11.5 Return of Payroll Deductions

     Upon withdrawal from an Offering Period pursuant to Section 11.2 or from the Plan pursuant to Section 11.3, the withdrawing Participant’s accumulated payroll deductions that have not been applied to the purchase of Common Stock shall be returned as soon as practical after the withdrawal, without the payment of any interest, to the Participant and the Participant’s interest in the Offering Period shall terminate. Such accumulated payroll deductions may not be applied to any other Offering Period under the Plan.

SECTION 12. AUTOMATIC WITHDRAWAL

     For any future Offering Periods with multiple Purchase Periods, if the Fair Market Value of the Common Stock on any Purchase Date of an Offering Period is less than the Fair Market Value of the Common Stock on the Offering Date for such Offering Period, then every Participant shall automatically (a) be withdrawn from such Offering Period at the close of such Purchase Date and after the acquisition of the shares of Common Stock for such Purchase Period and (b) be enrolled in the Offering Period commencing on the first business date subsequent to such Purchase Period, provided the Participant is eligible to participate in the Plan and has not elected to terminate participation in the Plan.

SECTION 13. TERMINATION OF EMPLOYMENT

     Termination of a Participant’s employment with the Company for any reason, including retirement, death or the failure of a Participant to remain an Eligible Employee,

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shall immediately terminate the Participant’s participation in the Plan. The payroll deductions credited to the Participant’s account since the last Purchase Date shall, as soon as practical, be returned to the Participant or, in the case of a Participant’s death, to the Participant’s legal representative or designated beneficiary as provided in Section 14.2, and all the Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned to a Participant pursuant to this Section 13.

SECTION 14. RESTRICTIONS ON ASSIGNMENT

14.1 Transferability

     An Option granted under the Plan shall not be transferable and such Option shall be exercisable during the Participant’s lifetime only by the Participant. The Company will not recognize, and shall be under no duty to recognize, any assignment or purported assignment by a Participant of the Participant’s interest in the Plan, of his or her Option or of any rights under his or her Option.

14.2 Beneficiary Designation

     A Participant may designate on a Company-approved form a beneficiary who is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event the Participant dies after the Purchase Date for an Offering Period but prior to delivery to such Participant of such shares and cash. In addition, a Participant may designate on a Company-approved form a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event that the Participant dies before the Purchase Date for an Offering Period. Such designation may be changed by the Participant at any time by written notice to the Plan Administrator or other individual performing similar functions.

SECTION 15. NO RIGHTS AS SHAREHOLDER UNTIL SHARES
ISSUED

     With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a shareholder of the Company, and he or she shall not have any of the rights or privileges of a shareholder. A Participant shall have the rights and privileges of a shareholder of the Company when, but not until, a certificate or its equivalent has been issued to the Participant for the shares following exercise of the Participant’s Option.

SECTION 16. LIMITATIONS ON SALE OF COMMON STOCK
PURCHASED UNDER THE PLAN

     The Plan is intended to provide Common Stock for investment and not for immediate resale. The Company does not, however, intend to restrict or influence any Participant in the conduct of his or her own affairs. A Participant, therefore, may sell Common Stock purchased under the Plan at any time he or she chooses subject to compliance with Company policies and any applicable federal and state securities laws. A Participant assumes the risk of any market fluctuations in the price of the Common Stock.

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SECTION 17. AMENDMENT, SUSPENSION OR TERMINATION OF
THE PLAN

     (a) The Board may amend the Plan in such respects as it shall deem advisable; provided, however, that, to the extent required for compliance with Code Section 423 or any applicable law or regulation, shareholder approval will be required for any amendment that (i) increases the total number of shares as to which Options may be granted under the Plan, (ii) modifies the class of employees eligible to receive Options, or (iii) otherwise requires shareholder approval under any applicable law or regulation; and provided further, that except as provided in this Section 17, no amendment to the Plan shall make any change in any Option previously granted which adversely affects the rights of any Participant.

     (b) The Plan shall continue in effect for ten years after the date of its adoption by the Board. Notwithstanding the foregoing, the Board may at any time and for any reason suspend or terminate the Plan. During any period of suspension or upon termination of the Plan, no Options shall be granted.

     (c) Except as provided in Section 20, no such termination of the Plan may affect Options previously granted, provided that the Plan or an Offering Period may be terminated by the Board on a Purchase Date or by the Board’s setting a new Purchase Date with respect to an Offering Period and a Purchase Period then in progress if the Board determines that termination of the Plan and/or the Offering Period is in the best interests of the Company and the shareholders or if continuation of the Plan and/or the Offering Period would cause the Company to incur adverse accounting charges as a result of a change after the effective date of the Plan in the generally accepted accounting rules applicable to the Plan.

SECTION 18. NO RIGHTS AS AN EMPLOYEE

     Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the right to remain in the employ of the Company or a Parent or Subsidiary Corporation or to affect the right of the Company or a Parent or Subsidiary Corporation to terminate the employment of any person (including any Eligible Employee or Participant) at any time with or without cause.

SECTION 19. EFFECT UPON OTHER PLANS

     The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Parent or Subsidiary Corporation. Nothing in the Plan shall be construed to limit the right of the Company, any Parent Corporation or Subsidiary Corporation to (a) establish any other forms of incentives or compensation for employees of the Company, a Parent Corporation or Subsidiary Corporation or (b) grant or assume options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.

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SECTION 20. ADJUSTMENTS

20.1 Adjustment of Shares

     In the event that, at any time or from time to time after board approval of the Plan, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of Common Stock, then (subject to any required action by the Company’s shareholders), the Board or the Committee, in its sole discretion, shall make such equitable adjustments as it shall deem appropriate in the circumstances in (i) the maximum number and kind of shares of Common Stock subject to the Plan as set forth in Section 4, (ii) the number and kind of securities that are subject to any outstanding Option and the per share price of such securities and (iii) the maximum number of shares of Common Stock that may be purchased by a Participant in a Purchase Period, or by all Participants in a single Purchase Period. The determination by the Board or the Committee as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 20.1 but shall be governed by Sections 20.2 and 20.3, respectively.

20.2 Dissolution or Liquidation of the Company

     In the event of the dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Purchase Date and shall terminate immediately prior to the consummation of such dissolution or liquidation, unless provided otherwise by the Board. The new Purchase Date shall be a specified date before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each Participant in writing prior to the new Purchase Date that the Purchase Date for the Participant’s Option has been changed to the new Purchase Date and that the Participant’s Option shall be exercised automatically on the new Purchase Date, unless prior to such date the Participant has withdrawn from an Offering Period then in progress or the Plan as provided in Section 11.

20.3 Company Transaction

     In the event of a Company Transaction, each outstanding Option shall be assumed or an equivalent option substituted by the successor company or parent thereof (the “Successor Company”). In the event that the Successor Company refuses to assume or substitute for the Option, any Offering Period then in progress shall be shortened by setting a new Purchase Date. The new Purchase Date shall be a specified date before the date of the Company Transaction. The Board shall notify each Participant in writing, prior to the new Purchase Date, that the Purchase Date for the Participant’s Option has been changed to the new Purchase Date and that the Participant’s Option shall be exercised automatically on the new

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Purchase Date, unless prior to such date the Participant has withdrawn from an Offering Period then in progress or the Plan as provided in Section 11.

20.4 Limitations

     The grant of Options shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

SECTION 21. REGISTRATION; CERTIFICATES FOR SHARES

     Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

     The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under state securities laws, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal and state securities laws.

     To the extent that the Plan or any instrument evidencing shares of Common Stock provides for issuance of stock certificates to reflect the issuance of such shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

SECTION 22. EFFECTIVE DATE

     The plan was adopted by the Board on February 21, 2002 and approved by the shareholders on February 21, 2002. The Plan became effective on May 6, 2002.

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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
SUMMARY PAGE

		Section/Effect of	Date of Shareholder
Date of Board Action	Action	Amendment	Approval
February 21, 2002	Approval of Plan		February 21, 2002
November 9, 2005	Amendment of Plan	Plan amended to reflect assumption by Cardiac Science Corporation and eliminate inoperative provisions	Not required

R-1

EX-10.13

Exhibit 10.13

Form of Executive Employment Agreement

CARDIAC SCIENCE CORPORATION

     Executive Employment Agreement

     This executive employment agreement (“Agreement”), effective                                         , is between Cardiac Science Corporation, a Delaware corporation (the “Company”), and [                    ] (“Executive”).

     W I T N E S S E T H:

     WHEREAS, the Company desires to continue to retain the services of Executive upon the terms and conditions set forth herein; and

     WHEREAS, Executive is willing to continue to provide services to the Company upon the terms and conditions set forth herein; and

     WHEREAS, Executive and the Company are parties to an Employment Agreement, dated by Executive as of [                    ], that the parties wish to void and replace with this Agreement as of the effective date of this Agreement;

     A G R E E M E N T S:

     NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and Executive hereby agree to enter into an employment relationship in accordance with the terms and conditions set forth below.

1. EMPLOYMENT

     The Company will continue to employ Executive, and Executive will continue to accept employment by the Company as its [                    ] and report to the [                    ]. Subject to Sections 3.3 and 3.4, changes may be made from time to time by the Company in its sole discretion to the duties, reporting relationships and title of Executive. Executive will perform the duties of [                    ] and will devote [his/her] full time and attention to achieving the purposes and discharging of responsibilities afforded the position, and such other duties as may be assigned from time to time by the Company, which relate to the business of the Company and are reasonably consistent with Executive’s position. During Executive’s employment, Executive will not engage in any business activity that, in the reasonable judgment of the Chief Executive Officer or Board of Directors, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other advantage. Executive will comply with Company policies and procedures, and with all applicable laws and regulations, and will take reasonable steps to ensure that the operations Executive manages are in compliance with all applicable policies, procedures, laws and regulations.

2. COMPENSATION AND BENEFITS

     The Company agrees to pay or cause to be paid to Executive and Executive agrees to accept in exchange for the services rendered hereunder the following compensation and benefits:

2

     2.1 Annual Salary

     Executive’s compensation shall consist of an annual base salary (the “Salary”) of $[INSERT BASE SALARY], payable in accordance with the payroll practices of the Company. The Salary shall be reviewed, and shall be subject to change, by the Chief Executive Officer and/or the Board of Directors of the Company (or the Compensation Committee thereof) at least annually while Executive is employed hereunder.

     2.2 Bonus

     Executive shall be eligible to participate in the Company’s incentive bonus plan and in such other executive bonus plans as may be adopted from time to time by the Board of Directors of the Company (or the Compensation Committee thereof), subject to and in accordance with any applicable eligibility requirements.

     2.3 Benefits

     Executive shall be eligible to participate, subject to and in accordance with applicable eligibility requirements, in such benefit programs as are generally provided to the Company’s executives, which shall include, at a minimum, basic health, dental and vision insurance.

     2.4 Vacation and Other Paid Time-Off Benefits

     Each calendar year, Executive shall be entitled to up to five (5) weeks’ paid vacation or the amount of paid vacation provided under the Company vacation policy, whichever is longer. Vacation will be scheduled by mutual agreement and otherwise governed by the terms of such policy except as stated herein. Executive will also be provided such holidays and sick leave as the Company makes available to all of its other employees. Notwithstanding any other policy or practice, Executive’s unused vacation days shall expire at the end of each calendar year and upon the termination of Executive’s employment with the Company.

     2.5 Business Expenses

     Executive shall be reimbursed for all reasonable out-of-pocket expenses actually incurred by Executive in the conduct of the business of the Company, provided that Executive submits substantiation of all such expenses to the Company on a timely basis in accordance with standard policies of the Company.

3. TERMINATION

     3.1 Employment At Will

     Executive acknowledges and understands that employment with the Company is at will and can be terminated by either party for no reason or for any reason not otherwise specifically prohibited by law or provided for in this Agreement. Nothing in this Agreement is intended to alter Executive’s at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. Either the Company or Executive may terminate this agreement at any time for any reason, with or without notice. Except as expressly provided for in this Agreement, upon any termination of employment, Executive shall not be entitled to receive any payments or benefits under this Agreement other than any unpaid Salary earned

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through the date of termination. Such amounts shall be paid in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

     3.2 Automatic Termination on Death or Total Disability

     This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. “Total Disability” shall mean Executive’s inability, with reasonable accommodation, to perform the duties of his position for a period or periods aggregating ninety (90) calendar days in any period of one hundred eighty days (180) consecutive days as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive’s control. Executive and the Company hereby acknowledge that Executive’s ability to perform the duties specified in Section 1 is the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Executive’s death occurs or (b) immediately upon a determination by the Board of Directors of the Company (or the Compensation Committee thereof) of Executive’s Total Disability. In the case of termination of employment under this Section 3.2, Executive shall not be entitled to receive any payments or benefits under this Agreement other than any unpaid Salary, which shall be paid in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

     3.3 Termination Without Cause or for Good Reason, Other Than in Connection with a Change of Control

     If (a) the Company terminates Executive’s employment without Cause (as defined below), or (b) Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments, except that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 or Section 3.4 of this Agreement applies:

     (1) An amount totaling [INSERT SEVERANCE PAYMENT PERIOD – 18, 12, 9] months’ Salary, at the rate in effect immediately prior to termination, to be paid to Executive in accordance with the terms below (“Severance Payments”).

     (2) Company-paid premiums for Executive and Executive’s spouse’s and dependents’ continuing health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”), for the shorter of (i) [INSERT BENEFITS PERIOD – 18, 12, 9] months; (ii) until such date as Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plan(s); or (iii) until such date as Executive obtains health coverage through another employer, provided that such benefits will be provided only if, as a result of Executive’s termination without Cause or resignation for Good Reason, Executive is eligible for and timely (and properly) elects COBRA continuation coverage for Executive under the Company’s group health plan(s).

     (3) Unpaid Salary, paid in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

     (4) Executive’s earned and unpaid bonuses for the year in which Executive’s employment terminates, calculated according to the bonus plan criteria in place for that year, but pro-rated through the date of termination. Such bonus, if any, shall be paid in a lump-sum payment on the date such bonuses are paid to eligible employees; provided that such

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payment shall be paid no later than the 15th day of the third calendar month following the end of the calendar year in which Executive’s employment terminated.

     The Severance Payments, bonus equivalent and benefits described above are expressly contingent upon Executive’s signing upon termination a full release in a form acceptable to the Company, and are further contingent upon Executive’s full and continued compliance with the terms of Section 4 of this Agreement. Severance Payments shall be paid to Executive through the Company’s or Successor Employer’s normally scheduled payroll during the [INSERT SEVERANCE PAYMENT PERIOD – 18, 12, 9] month period immediately following the date on which Executive’s employment was terminated without Cause or Executive resigned for Good Reason. Each such installment payment shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     3.4 Termination in Connection with a Change of Control

3.4.1 Severance Benefits for Qualified Terminations in Connection with a Change of Control

     If (a) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change of Control (as defined below) and ending on the date the definitive agreement therefor is terminated or the Change of Control is consummated, the Company terminates Executive’s employment without Cause (as defined below), (b) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, the Company or, if applicable, the surviving or successor employer (“Successor Employer”) terminates Executive’s employment without Cause (as defined below), or (c) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following payments and benefits:

     (1) An amount equal to [INSERT SEVERANCE PAYMENT PERIOD – 24, 18, 12] months’ Salary (measured as the higher of the Salary in effect immediately prior to the Change of Control or the Salary in effect immediately prior to termination) plus [INSERT BONUS PAYMENT PERCENTAGE – 200, 150, 100]% of Executive’s Target Bonus for the year in which termination occurs, paid to Executive in accordance with the terms below (“CIC Severance Payments”).

     (2) Company-paid premiums for Executive and Executive’s spouse’s and dependents’ continuing health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”), for the shorter of (i) [INSERT BENEFITS PERIOD – 24, 18, 12] months; (ii) until such date as Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plan(s); or (iii) until such date as Executive obtains health coverage through another employer, provided that such benefits will be provided only if, as a result of Executive’s termination without Cause or resignation for Good Reason, Executive is eligible for and timely (and properly) elects COBRA continuation coverage for Executive under the Company’s group health plan(s).

     (3) Unpaid Salary as of the date Executive’s employment terminates, paid in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

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     (4) Executive’s earned and unpaid bonuses for the year in which Executive’s employment terminates, calculated according to the bonus plan criteria in place for that year, but pro-rated through the date of termination. Such bonus, if any, shall be paid in a lump-sum payment on the date such bonuses are paid to eligible employees; provided that such payment shall be paid no later than the 15th day of the third calendar month following the end of the calendar year in which Executive’s employment terminated.

     (5) Accelerated vesting of one hundred percent (100%) of (A) Executive’s then unvested options to purchase shares of the Company’s common stock or the options to purchase common stock of the Successor Employer issued in substitution therefor in connection with the Change of Control, (B) any restricted stock units, or (C) other similar stock-based awards.

     The CIC Severance Payments, bonus equivalent and benefits described above are expressly contingent upon Executive’s signing upon termination a full release in a form acceptable to the Company and/or a Successor Employer, as applicable, and are further contingent upon Executive’s full and continued compliance with the terms of Section 4 of this Agreement. CIC Severance Payments shall be paid to Executive through the Company’s or Successor Employer’s normally scheduled payroll during the [INSERT SEVERANCE PAYMENT PERIOD – 24, 18, 12] month period immediately following the date on which Executive’s employment was terminated without Cause or Executive resigned for Good Reason. Each such installment payment shall be treated as a separate payment for purposes of Code Section 409A.

3.4.2 Change of Control

     For purposes of this Agreement, “Change of Control” means:

     (a) a merger or consolidation of the Company with or into any other company, entity or person;

     (b) a sale, lease, exchange or other transfer, in one transaction or a series of transactions undertaken with a common purpose, of all or substantially all of the Company’s then outstanding securities or all or substantially all of the Company’s assets;

     (c) the purchase of a significant portion of the Company’s common stock without approval of a majority of the Company’s incumbent directors; or

     (d) a successful proxy contest, which is stated in terms of the Board of Directors becoming composed of a majority of persons that are not incumbent directors (or appointed or nominated by incumbent directors)..

     Notwithstanding the foregoing, a Change of Control shall not include a Related Party Transaction. A “Related Party Transaction” means:

     (a) a merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company outstanding immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the surviving or successor entity immediately after the merger or consolidation;

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     (b) a sale, lease, exchange or other transfer of the Company’s assets to a majority-owned subsidiary company;

     (c) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including but not limited to reincorporating the Company in a different jurisdiction; or

     (d) a corporate dissolution or liquidation.

           3.4.3 Code Section 280G

     (a) Notwithstanding anything in this Agreement to the contrary, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change of Control or any person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (i) the full amount of the Total Payments or (ii) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code).

     (b) All computations and determinations called for by this Section 3.4.3 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4.3 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4.3, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and

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documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services.

     (c) In the event that Section 3.4.3(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Total Payments that are exempt from Code Section 409A.

     3.5 Definitions of “Cause” and “Good Reason”

          3.5.1 Cause

     Wherever reference is made in this Agreement to termination being with or without Cause, "Cause” shall mean the occurrence of one or more of the following events:

     (a) willful misconduct, insubordination or dishonesty in the performance of Executive’s duties or a knowing and material violation of the Company’s or the Successor Employer’s policies and procedures in effect from time to time which results in a material adverse effect on the Company or the Successor Employer;

     (b) the continued failure of Executive to satisfactorily perform his duties after receipt of written notice that identifies the areas in which Executive’s performance is deficient;

     (c) willful actions in bad faith or intentional failures to act in good faith by Executive with respect to the Company or the Successor Employer that materially impair the Company’s or the Successor Employer’s business, goodwill or reputation;

     (d) conviction of Executive of a felony or misdemeanor, conduct by Executive that the Company reasonably believes violates any statute, rule or regulation governing the Company, or conduct by Executive that the Company reasonably believes constitutes unethical practices, dishonesty or disloyalty and that results in a material adverse effect on the Company or the Successor Employer;

     (e) current use by Executive of illegal substances;

     (f) any material violation by Executive of the Confidentiality Agreement; or

     (g) solely for purposes of a termination without Cause to which Section 3.3 applies, the Company fails as a business enterprise, as evidenced by the Company’s (i) voluntary or involuntary entry into bankruptcy proceedings or (ii) winding up its affairs because in the judgment of the Board of Directors of the Company the Company is no longer economically viable.

3.5.2 Good Reason

     For the purposes of this Agreement, “Good Reason” shall mean that Executive, without his or her consent, has:

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     (a) incurred a material reduction in title, status, authority or responsibility at the Company or the Successor Employer (relative to title, status, authority or responsibility immediately prior to the Change of Control);

     (b) incurred a material reduction in Executive’s annual Salary or bonus opportunity; or material adverse modifications to the stock option awarded to Executive, or the Stock Plan (or any similar stock option plan);

     (c) suffered a material breach of this Agreement by the Company or the Successor Employer; or

     (d) been required to relocate or travel more than fifty (50) miles from his then current place of employment in order to continue to perform the duties and responsibilities of his/her position (not including customary travel as may be required by the nature of his/her position).

     Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (x) Executive notifies the Company in writing of the existence of the condition which Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (y) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (z) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. If Executive terminates employment before the expiration of the Remedial Period or after the Company remedies the condition (even if after the end of the Remedial Period), then Executive’s termination will not be considered to be for Good Reason.

4. CONFIDENTIALITY; NON-SOLICITATION; NON-COMPETITION

     4.1 Confidentiality Agreement

     Executive recognizes that the Company’s business and continued success depend upon the use and protection of confidential information and proprietary information, and therefore Executive is subject to, and this Agreement is conditioned on agreement to, the terms of the non-disclosure agreement (the “Confidentiality Agreement”) entered into by Executive and the terms of the Confidentiality Agreement shall survive the termination of Executive’s employment with the Company or Successor Employer.

     4.2 Non-Solicitation Agreement

     (a) During Executive’s employment with the Company and/or a Successor Employer and for one year after the termination of such employment, Executive will not induce, or attempt to induce, any employee or independent contractor of the Company and/or a Successor Employer to cease such employment or relationship to engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business (defined below).

     (b) During Executive’s employment with the Company and/or a Successor Employer and for one year after the termination of such employment, Executive will not, directly or indirectly (i) solicit, divert, appropriate to or accept on behalf of any Competing Business, or (ii) attempt to

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solicit, divert, appropriate to or accept on behalf of any Competing Business, any business from any customer or actively sought prospective customer of the Company with whom Executive has dealt, whose dealings with the Company have been supervised by Executive or about whom Executive has acquired confidential information in the course of his employment.

     4.3 Non-Competition Agreement

     During Executive’s employment with the Company and/or a Successor Employer and for one year after the termination of such employment, Executive will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business. For purposes of this Section 4.3, Executive will not be considered to be connected with any Competing Business solely on account of ownership of less than five percent of the outstanding capital stock or other equity interests in any Competing Business. Executive agrees that this restriction is reasonable, but further agrees that should a court exercising jurisdiction with respect to this Agreement find any such restriction invalid or unenforceable due to unreasonableness, either in period of time, geographical area, or otherwise, then in that event, such restriction is to be interpreted and enforced to the maximum extent which such court deems reasonable.

     4.4 Competing Business

     “Competing Business” means any business whose efforts are in competition with the efforts of the Company. A Competing Business includes any business whose efforts involve any research and development, products or services in competition with products or services which are, during and at the end of Executive’s employment with the Company and/or a Successor Employer, (a) produced, marketed or otherwise commercially exploited by the Company and/or a Successor Employer, or (b) in actual research or development by the Company and/or a Successor Employer, or (c) planned for future research and development by the Company and/or a Successor Employer, as demonstrated by objective evidence, such as budget allocations, work assignments, hiring decisions, planning documents, or other similar documentation.

5. ASSIGNMENT

     This Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign its rights hereunder to (a) any Successor Employer; (b) any other corporation resulting from any merger, consolidation or other reorganization to which the Company is a party; (c) any other corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (d) any subsidiary, parent or other affiliate of the Company. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

6. AMENDMENTS IN WRITING

     No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of

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this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

7. APPLICABLE LAW

     This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

8. ENTIRE AGREEMENT

     This Agreement, on and as of the date hereof, constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and Executive with respect to such subject matter are hereby superseded.

9. SEVERABILITY

     If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

10. CODE SECTION 409A

     With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

     The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, 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 Agreement 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),

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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 Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the earlier of the date that is six (6) months following Executive’s separation from service.

     IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

EXECUTIVE

Date

CARDIAC SCIENCE CORPORATION

By

Its

Date

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EX-10.17

Exhibit 10.17

CARDIAC SCIENCE
EXECUTIVE INCENTIVE PLAN
2010

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, 2010 and ending December 31, 2010 coinciding with the Company’s annual fiscal year and will be referred to as the “Year” or “Plan Year”.

SECTION 2 — DEFINITIONS

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

• “Executive” means an employee who holds a VP level position or higher.

• “Participant(s)” means an “Executive”, 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 Executives of the Company selected by the Chief Executive Officer and/or the Compensation Committee. To be or remain eligible to participate in the Plan, an employee’s performance in the Plan 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. Any bonus for a Participant who joins the Plan after the start of the Plan Year will be based on the Participant’s base salary gross earnings beginning when the Participant becomes eligible during the Plan Year.

Bonus Awards

Participants’ bonuses are calculated as described in Section 4. Receipt of this bonus is determined based on a Participant’s target incentive percentage of base salary gross earnings, his/her performance, and the Company’s achievement of its Revenue and Operating Cash Flow Targets, as approved by the Board of Directors.

Executive Incentive Plan 2010

CONFIDENTIAL & PROPRIETARY

Page 1 of 4

Payment of Incentives

Normal Payment. Annual incentive bonuses do not vest until the day a bonus is paid to a Participant for a given Plan Year. To receive a bonus under the Plan, a Participant receiving the bonus must be employed on the day the bonus is paid. Incentive bonus 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 will not be made 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 bonus shall be earned by or paid to a Participant whose employment is terminated for any reason prior to the bonus payment date, whether during the Plan Year or during the following calendar year prior to the bonus payment date.

Approved Leaves of Absence. If a Participant 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 immediately previous Plan Year and such Participant was employed during the entire immediately previous 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 employed and not on a Leave of Absence, 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 immediately previous Plan Year and such Participant was actively employed during the entire immediately previous 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 employed.

Participant Transfers. If a Participant is transferred to another position within the Company during the Plan 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.

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 with the Company for any reason or for no reason, with or without cause or advance notice.

Executive Incentive Plan 2010

CONFIDENTIAL & PROPRIETARY

Page 2 of 4

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. For 2010, bonuses are based on the attainment of Revenue and Operating Cash Flow Targets. Accordingly, the Company must achieve the targeted thresholds before any awards will begin to accrue.

	Revenue	Operating Cash Flow	Personal Objectives
0% threshold	Budget - 6%	Budget – 100%		N/A
Target	Budget	Budget	Individual
2X threshold	Budget + 6%	Budget + 100%		N/A

No revenue/cash flow bonuses shall be paid where targets result in a 0% or below threshold. Bonus amounts shall also be pro-rated between threshold levels (i.e. between 0% and target or between target and 2X). Bonus amounts for personal objectives are not subject to thresholds.

Executive Incentive Plan 2010

CONFIDENTIAL & PROPRIETARY

Page 3 of 4

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

CEO	CFO/SVP	VP	Sales VP
100%	50%	30%	10%

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

Criteria	CEO	CFO/SVP	VP	Sales VP
Participant	15%	15%	25%	0%
Company	85%	85%	75%	100%

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

Individual performance objectives that support the Company’s objectives are determined by a Participant’s immediate supervisor and should be reviewed and updated semi-annually by the Participant’s immediate supervisor, or in the case of the CEO, by the Board or Compensation Committee. Objectives are subject at all times to the discretion of the immediate supervisor and/or Board of Directors. 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 Budgeted Revenue and Free Cash Flow, and on meeting the corporate objectives agreed upon at the beginning of the Plan Year. This portion of the incentive award is also paid annually in accordance with Section 3.

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, 2010.

CARDIAC SCIENCE CORPORATION

By:

Its:

Date:

Executive Incentive Plan 2010

CONFIDENTIAL & PROPRIETARY

Page 4 of 4

EX-10.20

Exhibit 10.20

2010 COMPENSATION INCENTIVE PLAN
VICE PRESIDENT, INTERNATIONAL SALES

Your 2010 bonus compensation will consist of participation in the broader Management Incentive Program (MIP) per guidelines of Program (targeted at 10% of your base salary if the Company makes its budgeted pre-tax income target) and the individualized incentive plan as described herein.

One component of your 2010 individualized incentive will be based on the 2010 revenue and gross profit relating to the International sales channel, excluding revenues generated by selling products to Japan (AED & monitoring) and GE Medical, as internally reported (referred to as “primary sales”).

The 2010 primary sales and related gross profit targets have been established by the SVP of Sales and Marketing and approved by the CEO and board of directors of the Company.

As the following tables indicate, at 95% of both the sales and gross profit dollar targets you will be eligible for incentive pay of 2.5% of your base salary at December 31, 2010 for each. At between 96% and 100% of the respective targets, the incentive pay percentage shall increase from 2.5% by an additional 1% for each additional 1% of achievement up to 7.5% for each target. If gross profit exceeds 100% of target, you will receive another 1.0% of your base salary for each percentage point by which gross profit exceeds target. The total targeted bonus can not exceed 100% of the current base salary.

Current	% of
Base Salary	Target			Sales Bonus	Gross Profit Bonus
£248,568		95	%	2.5% of Base Salary	2.5% of Base Salary
		96	%	3.5% of Base Salary	3.5% of Base Salary
		97	%	4.5% of Base Salary	4.5% of Base Salary
		98	%	5.5% of Base Salary	5.5% of Base Salary
		99	%	6.5% of Base Salary	6.5% of Base Salary
		100	%	7.5% of Base Salary	7.5% of Base Salary
		101	+%		+1.0% for each 1% over 100%

Another component of your individualized incentive will be based on gross profit relating to defibrillation products sold to Japan and GE (outside of the United States). You will receive a bonus of 3% of your salary if the Company achieves 100% of the budgeted gross profit resulting from combined sales to GE and Japan (including both defibrillation and cardiac monitoring products). In addition, you will receive an additional 1% of your salary for each percentage point by which actual gross profit resulting from sales to GE and Japan exceed 100% of budget.

Cardiac Science Corporation Confidential

Any bonus amounts payable in accordance with the terms of this letter which is determined as a percentage of your salary will be calculated in GBP, based on your salary as stated in GBP. The bonus amount that will be determined based on gross profit from sales to Japan and GE will be calculated in US$ and then converted into GBP at a rate of £1.47 to US $1.0.

The total bonus, if any, will be paid no later than 30-days following the conclusion of the audit of the financial statements for the year ending December 31, 2010 and their filing with the SEC, but no later than March 15, 2011.

Separation of employment, by resignation or termination, prior to March 15, 2011 will result in the forfeiture of the sales incentive payment. The Incentive Plan and the award of incentive pay is at the absolute discretion of the board of directors, and the company reserves the right to modify, amend or cancel the Incentive Plan with or without notice to the Executive.

The Incentive Plan is not intended to create any contractual rights or agreement between the employee and the Company, and as such does not modify, amend or supersede the nature of employment with the company.

Please sign as acceptance and return one copy to Barbara Thompson, Vice President, Human Resources, and retain the other copy for your personal files.

Dave Marver	Kurt Lemvigh
Chief Executive Officer	Vice President, International
Dated:	Dated:

Cardiac Science Corporation Confidential

EX-10.22

EXHIBIT 10.22

CARDIAC SCIENCE CORPORATION
RESTRICTED STOCK UNIT AWARD NOTICE
2002 STOCK INCENTIVE PLAN

     Cardiac Science Corporation (the “Company”) hereby grants to Participant a Restricted Stock Unit Award (the “Award”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the “Award Notice”) and in the Restricted Stock Unit Award Agreement, the Company’s 2002 Stock Incentive Plan (the “Plan”) and the Plan Summary, which are either provided with this notice or are available upon request from the Company’s Corporate Controller and are incorporated into the Award Notice in their entirety.

Participant:

Grant Date:

Vesting Commencement Date:

Number of Restricted Stock Units:

Vesting Schedule:

Additional Terms/Acknowledgement: By accepting this award, Participant acknowledges receipt of, and understands and agrees to, the Award Notice, the Restricted Stock Unit Award Agreement, the Plan Summary and the Plan. The Restricted Stock Unit Award Agreement, the Plan Summary and the Plan are either provided with this notice or available upon request. Participant further agrees that as of the Grant Date, the Award Notice, the Restricted Stock Unit Award Agreement, the Plan Summary and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the subject.

CARDIAC SCIENCE CORPORATION
By:
	Its:

EX-21.1

Exhibit 21.1

Subsidiaries of Cardiac Science Corporation

Cardiac Science International A/S, a Danish corporation

Cardiac Science Holdings UK, a U.K. corporation

Cardiac Science Medical Device (Shanghai) Co., Ltd., a Chinese joint venture company

Cardiac Science France SAS, a French joint venture company

Cardiac Science Deutschland, GmbH

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Cardiac Science Corporation:

We consent to the incorporation by reference in the registration statement (No. 333-130182) on Form S-3 and the registration statement (No. 333-128057) on Form S-8 of Cardiac Science Corporation of our report dated March 15, 2010, with respect to the consolidated balance sheets of Cardiac Science Corporation as of December 31, 2009 and 2008, and the related consolidated statements of operations, equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2009, which report appears in the December 31, 2009 annual report on Form 10-K of Cardiac Science Corporation. Our report refers to a change in accounting policy for minority interests as required by Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (included in FASB ASC Topic 810, “Consolidation”), effective as of January 1, 2009.

/s/ KPMG LLP

Seattle, Washington

March 15, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF
THE SARBANES-OXLEY ACT OF 2002

I, David L. Marver, certify that:

     1. I have reviewed this report on Form 10-K of Cardiac Science Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: March 15, 2010

By:	/s/ David L. Marver
	David L. Marver
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF
THE SARBANES-OXLEY ACT OF 2002

I, Michael K. Matysik, certify that:

     1. I have reviewed this report on Form 10-K of Cardiac Science Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     Date: March 15, 2010

By:	/s/ Michael K. Matysik
	Michael K. Matysik
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Cardiac Science Corporation (the Company) on Form 10-K for the fiscal year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David L. Marver, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ David L. Marver
	David L. Marver
	Chief Executive Officer

Date: March 15, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Cardiac Science Corporation (the Company) on Form 10-K for the fiscal year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael K. Matysik, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Michael K. Matysik
	Michael K. Matysik
	Chief Financial Officer

Date: March 15, 2010