Vitalcom Inc – LEASE AMENDMENT (April 2nd, 2001)1 EXHIBIT 10.14 LEASE AMENDMENT This Lease Amendment (this "Amendment") is made and effective as of January 10, 1996 (the "Effective Date") by and between Catellus Development Corporation, a Delaware corporation ("Landlord"), and Accucore, Inc., a Delaware corporation ("Tenant"), as follows: A. Landlord and Tenant are parties to that certain Multi-Tenant Industrial Triple Net Lease dated July 25, 1995, and identified on the records of Landlord as CTDC-605499 (together with all amendments thereto, the "Lease"), for the use of Landlord's property commonly known as 15222 Del Amo Boulevard, Suites 150 and 250. Tustin, California (the "Premises"). B. Landlord and Tenant desire to amend the Lease as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained here
Vitalcom Inc – AGREEMENT AND PLAN OF MERGER (April 2nd, 2001)1 EXHIBIT 10.15 AGREEMENT AND PLAN OF MERGER BY AND AMONG DATA CRITICAL CORPORATION VIPER ACQUISITION CORP. AND VITALCOM INC. DATED AS OF MARCH 12, 2001 2 TABLE OF CONTENTS PAGE SECTION ONE .................................................................................. 2 1. THE MERGER............................................................................... 2 1.1 The Merger........................
Vitalcom Inc – 1996 EMPLOYEE STOCK PURCHASE PLAN (September 25th, 2000)1 EXHIBIT 4.1 VITALCOM INC. 1996 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1996 Employee Stock Purchase Plan of VitalCom Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. (a) "Board" shall mean the Board of Directors of the company. (b) "Code" shall mean the
Vitalcom Inc – 1993 STOCK OPTION PLAN (August 9th, 2000)1 EXHIBIT 10.1(a) VITALCOM INC. 1993 STOCK OPTION PLAN (AS AMENDED AND RESTATED JUNE 1999) 1. Purposes of the Plan. The purposes of this 1993 Stock Option Plan (the "Plan") of VITALCOM INC., a Delaware corporation (the "Company"), are (a) to insure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) to attract and retain competent new executive personnel and key employees; and (c) to provide incentive to all such personnel and employees to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company. 1. Shares Subject to the Plan.
Vitalcom Inc – AMENDMENT TO LOAN AGREEMENT (May 12th, 2000)1 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: VITALCOM INC., A DELAWARE CORPORATION ADDRESS: 15222 DEL AMO AVENUE TUSTIN, CA 92780 DATE: MARCH 21, 2000 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK ("Silicon") and the borrower named above (the "Borrower"). The Parties agree to amend the Loan and Security Agreement between them dated February 26, 1993, as amended by that Amendment to Loan Agreement dated December 21, 1993, as amended by that Amendment to Loan Agreement dated April 27, 1994, as amended by that Amendment to Loan Agreement dated May 5, 1995, as amended by that Amendment to Loan Agreement dated May 30, 1995, as amended by that Amendment to Loan Agreement dated December 27, 1995, as amended by that Amendment to Loan Agreement dated August 6, 1996, as amended by that Amendment to Loan Agreement dated September 25, 1996, as amended by that Amendment to Loan Agreement dated
Vitalcom Inc – SECOND AMENDMENT TO LEASE (March 29th, 2000)1 EXHIBIT 10.14 L-5777 CF1-605499 CA0591512 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (this "Second Amendment") is made and effective as of this 30th day of August, 1999 (the "Effective Date") by and between Catellus Finance 1, L.L.C., a Delaware limited liability company, successor-in-interest to Catellus Development Corporation ("Landlord"), and VitalCom Inc., a Delaware corporation ("Tenant"), as follows: A. Landlord and Tenant are parties to that certain Multi-Tenant Industrial Triple Net Lease dated July 25, 1995 (the "Lease"), pursuant to which Landlord leased to Tenant certain premises located at 15222 Del Amo Avenue, Tustin, California, as more particularly described in the Lease ("Original Premises"), as amended by that certain (i) Commencement Date Memorandum executed October 31, 1995 b
Vitalcom Inc – AMENDMENT TO LOAN AGREEMENT (August 13th, 1999)1 EXHIBIT 10.1 [SILICON VALLEY BANK LETTERHEAD] AMENDMENT TO LOAN AGREEMENT DATE: July 9, 1999 BORROWER: VitalCom Inc. 1. This amendment to Loan Agreement is entered into between Silicon Valley Bank ("Silicon") and the Borrower named above ("Borrower"). The Parties agree to amend the Loan and Security Agreement between them, dated February 26, 1993, as amended from time to time (the "Loan Agreement"), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement). 2. Section 4.6, Negative Covenants-Exceptions, is hereby amended to read as follows: Without Silicon's prior written consent, Borrower may do the following, provided that, after giving effect thereto, no Event of Default has occurred and no event has occurred wh
Vitalcom Inc – AMENDMENT TO LOAN AGREEMENT (March 31st, 1999)1 EXHIBIT 10.13 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: VITALCOM INC., A DELAWARE CORPORATION ADDRESS: 15222 DEL AMO AVENUE TUSTIN, CA 92780 DATE: DECEMBER 31, 1998 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK ("Silicon") and the. borrower named above (the "Borrower"). The Parties agree to amend the Loan and Security Agreement between them dated February 26, 1993, as amended by that Amendment to Loan Agreement dated December 21, 1993, as amended by that Amendment to Loan Agreement dated April 27, 1994, as amended by that Amendment to Loan Agreement dated May 5, 1995, as amended by that Amendment to Loan Agreement dated May 30, 1995, as amended by that Amendment to Loan Agreement dated December 27, 1995, as amended by that Amendment to Loan Agreement dated August 6, 1996, as
Vitalcom Inc – COMMON STOCK PURCHASE AGREEMENT (March 31st, 1999)1 EXHIBIT 10.12 VITALCOM INC. COMMON STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of July 14, 1998, between VitalCom Inc., a Delaware corporation (the "Company"), and Irwin & Browning, Inc., a Georgia corporation ("Purchaser"). WHEREAS, Purchaser's continued affiliation with the Company is considered to be important for the Company's growth; and WHEREAS in order to provide Purchaser an opportunity to acquire an equity interest in the Company as an incentive for Purchaser to continue to participate in the training of Company personnel and management organization consulting to the Company, the Company is willing to sell to Purchaser and Purchaser desires to purchase shares of Common Stock according to the terms and conditions hereof; THEREFORE, the parties agree as follows: 1. PURCHASE AND SALE OF STOCK. Subject to
Vitalcom Inc – 1996 EMPLOYEE STOCK PURCHASE PLAN (November 12th, 1998)1 EXHIBIT 4.1 VITALCOM INC. 1996 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1996 Employee Stock Purchase Plan of VitalCom Inc. 1. PURPOSE. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. DEFINITIONS. (a) "BOARD" shall mean the Board of Directors of the company. (b) "CODE" shall mean the Int
Vitalcom Inc – EMPLOYMENT AGREEMENT (March 26th, 1998)1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of this 3rd day of October, 1997, between VITALCOM INC., a Delaware corporation (the "Company"), and Frank T. Sample (the "Executive"). RECITALS: --------- WHEREAS, the Company recognizes that the future growth, profitability and success of the Company's business will be substantially and materially enhanced by the employment of the Executive by the Company; WHEREAS, the Company desires to employ the Executive and the Executive has indicated Executive's willingness to provide services, on the terms and conditions set forth herein; NOW, THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: SE
Vitalcom Inc – EMPLOYEE SEVERANCE AGREEMENT (March 26th, 1998)1 EXHIBIT 10.20 EMPLOYEE SEVERANCE AGREEMENT WHEREAS, the Board of Directors of VitalCom Inc., a Delaware corporation (the "Company"), has determined it to be in the best interests of the Company and its stockholders to provide certain employees (the "Designated Employees") holding stock options with certain protection from events that could occur in connection with certain changes of control of the Company; and WHEREAS, to accomplish this objective and encourage the Designated Employees to continue employment with the Company, the Company desires to enter into this Agreement. NOW, THEREFORE, for good and valuable consideration, the Company and the undersigned employee (the "Optionee") hereby agree as follows: Unless otherwise defined herein, the terms defined in the Company's 1993 Stock Option Plan, as amended, and the related stock option agreements
Vitalcom Inc – 1993 STOCK OPTION PLAN (March 2nd, 1998)1 EXHIBIT 4.1 VITALCOM INC. 1993 STOCK OPTION PLAN (AMENDED AND RESTATED DECEMBER 1997) 1. Purposes of the Plan. The purposes of this 1993 Stock Option Plan (the "Plan") of VITALCOM INC., a Delaware corporation (the "Company"), are (a) to insure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) to attract and retain competent new executive personnel and key employees; and (c) to provide incentive to all such personnel and employees to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company. 2. Shares Subject to the Plan. The sh
Vitalcom Inc – AMENDMENT TO LOAN AGREEMENT (November 14th, 1997)1 EXHIBIT 10.1 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: VITALCOM INC., A DELAWARE CORPORATION ADDRESS: 15222 DEL AMO AVENUE TUSTIN, CA 92780 DATED AS OF: AUGUST 6, 1997 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK ("Silicon") and the borrower named above (the "Borrower"). The Parties agree to amend the Loan and Security Agreement between them dated February 26, 1993, as amended by that Amendment to Loan Agreement dated December 21, 1993, as amended by that Amendment to Loan Agreement dated April 27, 1994, as amended by that Amendment to Loan Agreement dated May 5, 1995, as amended by that Amendment to Loan Agreement dated May 30, 1995, as amended by that Amendment to Loan Agreement dated December 27, 1995 (the "December 1995 Amendment"), as amended by that Amendment to Loan Agreement dated August 6, 1996, as amended by that Amendment to Loan Agreement dated September 25, 199
Vitalcom Inc – 1993 STOCK OPTION PLAN (August 19th, 1997)1 EXHIBIT 4.1 VITALCOM INC. 1993 STOCK OPTION PLAN (AMENDED AND RESTATED APRIL 1997) 1. Purposes of the Plan. The purposes of this 1993 Stock Option Plan (the "Plan") of VITALCOM INC., a Delaware corporation (the "Company"), are (a) to insure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) to attract and retain competent new executive personnel and key employees; and (c) to provide incentive to all such personnel and employees to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company. 2. Shares Subject to the Plan.
Vitalcom Inc – 1993 STOCK OPTION PLAN (August 11th, 1997)1 EXHIBIT 10.2 VITALCOM INC. 1993 STOCK OPTION PLAN (AMENDED AND RESTATED APRIL 1997) I. Purposes of the Plan. --------------------- The purposes of this 1993 Stock Option Plan (the "Plan") of VITALCOM INC., a Delaware corporation (the "Company"), are (a) to insure the retention of the services of existing executive personnel, key employees and directors of the Company and its subsidiaries or its affiliates; (b) to attract and retain competent new executive personnel and key employees; and (c) to provide incentive to all such personnel and employees to devote their utmost effort and skill to the advancement and betterment of the Company, by permitting them to participate in the ownership of the Company and thereby in the success and increased value of the Company. II. Shares Subject to the Plan. -------------
Vitalcom Inc – OUTSIDE BOARD OF DIRECTORS AGREEMENT (May 12th, 1997)1 EXHIBIT 10.3 OUTSIDE BOARD OF DIRECTORS AGREEMENT OUTSIDE BOARD OF DIRECTORS AGREEMENT, dated as of this 20th day of February, 1997, between VITALCOM INC., a Delaware corporation (the "Company"), and David L. Schlotterbeck ("Schlotterbeck"). RECITALS: WHEREAS, the Company recognizes that the future growth, profitability and success of the Company's business will be materially enhanced by the participation of qualified outside board of directors members; WHEREAS, the Company desires Schlotterbeck's participation as an outside board member and Schlotterbeck is willing to provide such services, on the terms and conditions set forth herein; NOW THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: Section 1. OUTSIDE DIRECTORS' RESPONSIBILITY. Schlotterbeck agrees as an outside directo
Vitalcom Inc – CONSULTING AGREEMENT (May 12th, 1997)1 EXHIBIT 10.2 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of this first day of January, 1997, between VITALCOM INC., a Delaware corporation ("VitalCom") and David L. Schlotterbeck ("Schlotterbeck"). RECITALS WHEREAS, VitalCom will require the consulting services of a senior level executive on an interim, part-time basis for assistance with special projects and management in manufacturing, operations, research and development and certain sales opportunities; WHEREAS, VitalCom desires to obtain consulting services and Schlotterbeck has indicated his willingness to provide services, on the terms and conditions set forth herein; NOW THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements herein, the parties hereto agree as follows: Section 1. CONSULTING. VitalCom hereby agrees to contract for the personal services of Schlotter
Vitalcom Inc – STOCK OPTION AMENDMENT AGREEMENT (May 12th, 1997)1 Exhibit 10.4 VITALCOM INC. STOCK OPTION AMENDMENT AGREEMENT This Agreement is made this 20th day of February, 1997, by and between VitalCom Inc. (the "Company") and David L. Schlotterbeck (the "Optionee"). WHEREAS: the Company granted the Optionee options on September 20, 1995 and November 3, 1995 to purchase 242,958 and 59,052 shares, respectively, of the common stock of the Company under the Company's 1993 Stock Option Plan ("the Plan"); WHEREAS: The Optionee ceased to be an employee of the Company as of January 1, 1997; WHEREAS: Optionee will remain a director of the Company and the Company will nominate the Optionee to be a director of the Company at the next annual meeting of the Company's shareholders; and WHEREAS: the Company and the Optionee desire to cancel the Option as to all shares that were not vested as of January 1, 1997 (the "Unvested Shares") in the amount of 169,900 shares;
Vitalcom Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (May 12th, 1997)1 Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This amendment to Employment Agreement (the "Amendment") is made as of the first day of January, 1997 by and among VITALCOM INC., a Delaware corporation ("VitalCom") and David L. Schlotterbeck (the "Executive"). WITNESSETH WHEREAS, on or about August 29, 1995 VitalCom entered into an employment agreement with Executive (the "Employment Agreement"), as modified on or about January 5, 1996, pursuant to which the services of Executive had been retained by VitalCom; WHEREAS, the Executive has terminated his employment with VitalCom effective January 1, 1997 and VitalCom and Executive wish to modify certain sections of the Employment Agreement; NOW, THEREFORE, on the basis of the foregoing premises and for good and valuable consideration, the receipt of which is hereby acknowledged, including the mutual covenants and agreements set forth herein, the p
Vitalcom Inc – LOAN AND SECURITY AGREEMENT (March 28th, 1997)1 EXHIBIT 10.12 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT Borrower: Pacific Communications, Inc. Address: 2041 S. Grand Avenue Santa Ana, California 92705 DATE: FEBRUARY 26, 1993 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK ("Silicon"), whose address is 3000 Lakeside Drive, Santa Clara, California 95054-2895 and the borrower named above (the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). 1. LOANS. 1.1 Loans. Silicon, in its * discretion, will make loans to the Borrower (the "Loans") in amounts determined by Silicon in its * discretion up to the amount (the "Credit Limit") shown on the Schedule to this Agreement (the "Schedule"), provided no Event of Default and no event which, with notice or passage of time
