Arterial Vascular Engineering Inc Sample Contracts

Arterial Vascular Engineering Inc – STOCK OPTION AGREEMENT (December 1st, 1998)

STOCK OPTION AGREEMENT THIS AGREEMENT is dated as of November 29, 1998, between Medtronic, Inc., a Minnesota corporation ("Grantee"), and Arterial Vascular Engineering, Inc., a Delaware corporation ("Issuer"). RECITALS A. Grantee, Issuer, and MAV Merger Corp., a Delaware corporation and wholly-owned subsidiary of Grantee ("Merger Subsidiary"), are entering into an Agreement and Plan of Merger (the "Merger Agreement") which provides, among other things, that, upon the terms and subject to the conditions thereof, Merger Subsidiary will be merged with and into Issuer (the "Merger"). B. As a condition to its willingness to enter into the Merger Agreement, Grantee has required that Issuer enter into this Agreement, which provides, among other things, that Issuer grant to Grantee an option to purchase shares of Issuer's Common Stock, $.001 par value ("Issuer Co

Arterial Vascular Engineering Inc – AGREEMENT AND PLAN OF MERGER (December 1st, 1998)

AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDTRONIC, INC., MAV MERGER CORP., AND ARTERIAL VASCULAR ENGINEERING, INC. November 29, 1998 TABLE OF CONTENTS PAGE ARTICLE 1 THE MERGER; CONVERSION OF SHARES......................................................................1 1.1 The Merger...........................................................................................1 1.2 Effective Time.............................................................

Arterial Vascular Engineering Inc – CREDIT AGREEMENT (November 17th, 1998)

CREDIT AGREEMENT DATED AS OF SEPTEMBER 30, 1998 AMONG ARTERIAL VASCULAR ENGINEERING, INC., as Borrower, THE LENDERS LISTED HEREIN, as Lenders, DLJ CAPITAL FUNDING, INC., as Syndication Agent, PARIBAS, as Documentation Agent, and ROYAL BANK OF CANADA, as Administrative Agent ARRANGED BY: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION -------------------------------------------------------------------------------- S-1

Arterial Vascular Engineering Inc – STOCK AND ASSET PURCHASE AGREEMENT (October 15th, 1998)

________________________________________________________________________________ STOCK AND ASSET PURCHASE AGREEMENT between C. R. Bard, Inc. and Arterial Vascular Engineering, Inc. Dated as of July 9, 1998 ________________________________________________________________________________ TABLE OF CONTENTS Page ---- ARTICLE I PURCHASE AND SALE OF STOCK AND ASSETS............... 2 1.1 Stock; Assets; Liabilities................................ 2 (a) Stock Purchase...................................... 2 (b) Asset Purchase........................

Arterial Vascular Engineering Inc – STANDARD SUBLEASE (October 14th, 1998)

STANDARD SUBLEASE American Industrial Real Estate Association [LOGO] 1. Parties. This Sublease, dated, for reference purposes only, August 10, 1998, is made by and between Verticom, Inc. ("Sublessor") and Arterial Vascular Engineering, Inc. ("Sublessee"). 2. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property, including all improvements therein, and commonly known by the street address of 1201 Corporate Center Parkway, Santa Rosa located in the County of Sonoma, State of California and generally described as (describe briefly the nature of the property) approximately 35,490 s.f. of a 47,938 s.f. building including both hazardous material shed and tank farm known as building B in the complex A.P. #035-133-019

Arterial Vascular Engineering Inc – STANDARD SUBLEASE (September 9th, 1998)

STANDARD SUBLEASE American Industrial Real Estate Association [LOGO] 1. Parties. This Sublease, dated, for reference purposes only, August 10, 1998, is made by and between Verticom, Inc. ("Sublessor") and Arterial Vascular Engineering, Inc. ("Sublessee"). 2. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property, including all improvements therein, and commonly known by the street address of 1201 Corporate Center Parkway, Santa Rosa located in the County of Sonoma, State of California and generally described as (describe briefly the nature of the property) approximately 35,490 s.f. of a 47,938 s.f. building including both hazardous material shed and tank farm known as building B in the complex A.P. #035-133-019

Arterial Vascular Engineering Inc – AMENDMENT TO RIGHTS AGREEMENT (June 9th, 1998)

EXHIBIT 1 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO RIGHTS AGREEMENT (the "Amendment") is made and entered into by and among ARTERIAL VASCULAR ENGINEERING, INC., a Delaware corporation (the "Company") and BankBoston, N.A. (formerly known as The First National Bank of Boston) (the "Rights Agent"). WHEREAS, the Company entered into a Rights Agreement dated as of February 26, 1997 with the Rights Agent (the "Rights Agreement"); WHEREAS, in connection with the Rights Agreement, the Company issued a dividend to holders of the Company's common stock of rights ("Rights") to purchase shares of certain of the Company's preferred stock; WHEREAS, the Board of Directors of the Company has approved this Amendment and authorized its appropriate officers to execute and deliver the same to the Rights Agent;

Arterial Vascular Engineering Inc – 1997 EMPLOYEE STOCK PURCHASE PLAN (September 16th, 1997)

ARTERIAL VASCULAR ENGINEERING, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN Adopted by the Board of Directors July 8, 1997 Approved by the Stockholders on ________________, 1997 1. PURPOSE. (a) The purpose of this 1997 Employee Stock Purchase Plan (the "Plan") is to provide a means by which employees of Arterial Vascular Engineering Inc., a Delaware corporation (the "Company"), and its Affiliates, as defined in subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be given an opportunity to purchase stock of the Company. (b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). (c) The Company, by means of the Plan, seeks to retain the services of its employees

Arterial Vascular Engineering Inc – 1996 EQUITY INCENTIVE PLAN (September 16th, 1997)

ARTERIAL VASCULAR ENGINEERING, INC. 1996 EQUITY INCENTIVE PLAN Adopted by the Board of Directors January 26, 1996 Approved by the Stockholders February 28, 1996 Amended by the Board of Directors September 20, 1996 Amendment Approved by the Stockholders December 4, 1996 Amended by the Board of Directors July 8, 1997 Amended by the Board of Directors August 8, 1997 Approved by the Stockholders on ________________, 1997 1. PURPOSES. (a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company, and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv) rights to purchase

Arterial Vascular Engineering Inc – LEASE (September 16th, 1997)

Lease No: 035700 KNIGHTSBRIDGE BUSINESS PARK Richmond, B.C. LEASE Between - BENTALL PROPERTIES LTD. and WESTMINSTER MANAGEMENT CORPORATION as Landlord and - APPLIED VASCULAR ENGINEERING CANADA, INC. as Tenant KNIGHTSBRIDGE BUSINESS PARK Richmond, B.C. Table of Contents ------------------------------ Page Basic Terms: ............................................................... 1 .01 Area of Leased Premises ......................................... 1 .02 Basi

Arterial Vascular Engineering Inc – 1. LINE OF CREDIT AMOUNT AND TERMS (September 16th, 1997)

================================================================================ [LOGO] Bank of America Amended and Restated Business Loan Agreement National Trust and Savings Association -------------------------------------------------------------------------------- This Amended and Restated Business Loan Agreement ("Agreement") dated as of August 21, 1997, is between Bank of America National Trust and Savings Association (the "Bank") and Arterial Vascular Engineering, Inc. (the "Borrower"). This Agreement amends, and as amended, restates in full that certain Business Loan Agreement dated as of August 20, 1997, between the Bank and the Borrower. 1. LINE OF CREDIT AMOUNT AND TERMS 1.1 Line of Credit Amount. (a) During the availability period described below, the Bank will provide a line of credit to the Borrower. The amount o

Arterial Vascular Engineering Inc – STANDARD SUBLEASE (September 16th, 1997)

STANDARD SUBLEASE American Industrial Real Estate Association [LOGO] 1. Parties. This Sublease, dated, for reference purposes only, June 20, 1997, is made by and between Verticom, Inc. (herein called "Sublessor") and Arterial Vascular Engineering, Inc. (herein called "Sublessee"). 2. Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property situated in the County of Sonoma, State of California, commonly known as 1201 Corporate Center Parkway and described as approximately 10,000 s.f. of a 47,938 s.f. building known as Building B in the complex A.P. #035-133-019 as shown on Exhibit A. -------------------------------------------------------------------------------- ---------------------------------------------------------------------

Arterial Vascular Engineering Inc – LEASE AMENDING AGREEMENT (September 16th, 1997)

ADDENDUM TO LEASE and LEASE AMENDING AGREEMENT THIS AGREEMENT dated for reference the 21st day of July, 1997. BETWEEN: BENTALL PROPERTIES LTD. a body corporate, having its head office at Suite 1800, Four Bentall Centre, in the City of Vancouver, in the Province of British Columbia and WESTMINSTER MANAGEMENT CORPORATION, a body corporate, having a business office at Suite 600, 355 Burrard Street, in the City of Vancouver, in the Province of British Columbia (hereinafter referred to as the "Landlord")

Arterial Vascular Engineering Inc – AMENDMENT TO LEASE (May 15th, 1997)

EXHIBIT 10.30 SECOND AMENDMENT TO LEASE This Second Amendment ("Amendment") to that certain Industrial Real Estate Lease dated the 5th day of August 1996, by and between Dixie Walker and Ruth Waltenspiel (herein called "Landlord") and Arterial Vascular Engineering, Inc., a Delaware corporation (herein called "Tenant") by and between Landlord and Tenant. All terms used herein with their initial letter capitalized shall have the same meaning as ascribed to such terms in the Lease. WITNESSETH WHEREAS, Landlord and Tenant have entered into that certain Industrial Real Estate Lease dated August 5, 1996 ("Lease") covering approximately 26,129 square feet, more or less, ("Premises") commonly known as Building B located on lot 2 as numbered on the map of Airport Oaks Parcel Map #86-386 filed in the office of the county recorder on 1/26/97 book 394 of

Arterial Vascular Engineering Inc – STOCK PURCHASE RIGHTS PLAN (February 27th, 1997)

FOR IMMEDIATE RELEASE ARTERIAL VASCULAR ENGINEERING ADOPTS PREFERRED STOCK PURCHASE RIGHTS PLAN SANTA ROSA/February 27, 1997/PR Newswire -- The Board of Directors of Arterial Vascular Engineering, Inc. ("AVE") (Nasdaq: AVEI) today announced the adoption of a Preferred Stock Purchase Rights Plan (the "Rights Plan") under which stockholders will receive one right to purchase one one-hundredth of a share of a new series of Preferred Stock for each outstanding share of AVE Common Stock held of record at the close of business on March 21, 1997 (the "Record Date"). The Company retained the services of Goldman Sachs & Co. and Cowen & Company in connection with the adoption of the Rights Plan. The Rights Plan is designed to enable all AVE stockholders to realize the full value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt is made to acquire

Arterial Vascular Engineering Inc – RIGHTS AGREEMENT (February 27th, 1997)

----------------------------------------------------------- ARTERIAL VASCULAR ENGINEERING, INC. AND THE FIRST NATIONAL BANK OF BOSTON RIGHTS AGREEMENT DATED AS OF FEBRUARY 26, 1997 ----------------------------------------------------------- TABLE OF CONTENTS Page Section 1. Certain Definitions.............................................................. 1. Section 2. Appointment of Rights Agent...................................................... 4. Section 3. Issue of Right Certificates...................................................... 4. Section 4. Form of Right Certificates...........

Arterial Vascular Engineering Inc – INTERNATIONAL DISTRIBUTORSHIP AGREEMENT (February 14th, 1997)

INTERNATIONAL DISTRIBUTORSHIP AGREEMENT between ARTERIAL VASCULAR ENGINEERING, INC. and JAPAN LIFELINE CO., LTD. Dated as of January 22, 1997 TABLE OF CONTENTS Section 1. Definitions..........................................................................1 Section 2. Relationship of Parties..............................................................1 2.1 Appointment..........................................................................1 2.2 Exclusivity..........................................................................2 2.3 Independent Contractor..............................................................

Arterial Vascular Engineering Inc – OPTION VESTING ACCELERATION AGREEMENT (February 14th, 1997)

CHANGE IN CONTROL OPTION VESTING ACCELERATION AGREEMENT This change in control option vesting acceleration agreement (this "Agreement") is made this ____ day of ____________, 1997, by and between Arterial Vascular Engineering, Inc. (the "Company") and ____________ ("Employee"). WHEREAS, Employee has recently been employed as the ___________________ of the Company; and WHEREAS, the Company wishes to arrange for the continued availability of Employee's services to the Company; and WHEREAS, Employee desires to serve the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Employee enter into this Agreement. ARTICLE 1 DEFINITIONS For purposes of the Agreement, the following terms shall have the meanings set forth bel

Arterial Vascular Engineering Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 14th, 1997)

1 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is entered into as of February 3, 1997 (the "Effective Date"), by and between Arterial Vascular Engineering, Inc., a Delaware corporation (the "Company"), and Scott J. Solano (the "Executive"). WHEREAS, the Company desires to employ the Executive and the Executive desires employment with the Company on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and Agreements of the parties contained in this document, the Company and the Executive agree as follows: 1. Employment. (a) The Company hereby employs the Executive on a full time exclusive basis to render services to the Company as Chief Operating Officer and in connection therewith to perform such duties as the Company shall reasonably require of the Executive. (b) The Exe

Arterial Vascular Engineering Inc – INDEMNITY AGREEMENT (November 13th, 1996)

INDEMNITY AGREEMENT THIS AGREEMENT is made and entered into as of , 1996 by and between ARTERIAL VASCULAR ENGINEERING, INC., a Delaware corporation (the "Corporation"), and _________________ ("Agent"). RECITALS WHEREAS, Agent performs a valuable service to the Corporation in the capacity as ____________________________ of the Corporation; WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code"); WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and ot

Arterial Vascular Engineering Inc – INDUSTRIAL REAL ESTATE LEASE (November 13th, 1996)

EXHIBIT 10.24 [LOGO] CALIFORNIA CHAPTERS OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS-REGISTERED TRADEMARK-, INC. INDUSTRIAL REAL ESTATE LEASE (MULTI-TENANT FACILITY) ARTICLE ONE: BASIC TERMS This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms. Section 1.01. DATE OF LEASE: August 5, 1996 ------------------------------------------- Section 1.02. LANDLORD (INCLUDE LEGAL ENTITY): Ruth Waltenspiel and Dixie Walker -------------------