Heartport Inc Sample Contracts

Heartport Inc – Re: Letter Agreement for Change in Control Compensation (March 13th, 2001)

1 EXHIBIT 10.14 Heartport, Inc. January 24, 2001 Re: Letter Agreement for Change in Control Compensation Dear [ ]: In connection with any upcoming Change in Control (as defined below) of Heartport, Inc. (the "Company"), the Compensation Committee of the Board of Directors of the Company (the "Committee") desires to set forth a compensation arrangement for the senior management team, in order to provide a continuing incentive to pursue the most advantageous transaction for the Company. Change in Control A Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, or a tender offer for the Company's securities, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately

Heartport Inc – AMENDMENT TO RIGHTS AGREEMENT BETWEEN (March 13th, 2001)

1 EXHIBIT 4.5 AMENDMENT TO RIGHTS AGREEMENT BETWEEN HEARTPORT, INC. AND FLEET NATIONAL BANK THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of the 26th day of January, 2001, by and between Heartport, Inc., a Delaware corporation (the "Company"), and Fleet National Bank (the "Rights Agent"). WHEREAS, the Company is entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement") among Johnson & Johnson, a New Jersey corporation ("Parent"), HP Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company, providing for transactions pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), and the Company will become a wholly owned subsidiary of Parent and the former stockholders of

Heartport Inc – AMENDMENT TO RIGHTS AGREEMENT BETWEEN (February 22nd, 2001)

1 EXHIBIT 4.5 AMENDMENT TO RIGHTS AGREEMENT BETWEEN HEARTPORT, INC. AND FLEET NATIONAL BANK THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of the 26th day of January, 2001, by and between Heartport, Inc., a Delaware corporation (the "Company"), and Fleet National Bank (the "Rights Agent"). WHEREAS, the Company is entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement") among Johnson & Johnson, a New Jersey corporation ("Parent"), HP Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company, providing for transactions pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), and the Company will become a wholly owned subsidiary of Parent and the former stockholders of

Heartport Inc – Re: Letter Agreement for Change in Control Compensation (February 22nd, 2001)

1 EXHIBIT 10.14 Heartport, Inc. January 24, 2001 Re: Letter Agreement for Change in Control Compensation Dear [ ]: In connection with any upcoming Change in Control (as defined below) of Heartport, Inc. (the "Company"), the Compensation Committee of the Board of Directors of the Company (the "Committee") desires to set forth a compensation arrangement for the senior management team, in order to provide a continuing incentive to pursue the most advantageous transaction for the Company. Change in Control A Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, or a tender offer for the Company's securities, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately

Heartport Inc – AGREEMENT AND PLAN OF MERGER (February 2nd, 2001)

1 CONFORMED COPY Exhibit 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER Dated as of January 26, 2001 Among JOHNSON & JOHNSON, HP MERGER SUB, INC. And HEARTPORT, INC. ================================================================================ 2 TABLE OF CONTENTS Page ----

Heartport Inc – 1996 STOCK OPTION PLAN (March 29th, 2000)

HEARTPORT, INC. 1996 STOCK OPTION PLAN (Restated October 21, 1996 and May 7, 1999) ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This 1996 Stock Option Plan is intended to promote the interests of Heartport, Inc., a Delaware corporation, by providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. II. STRUCTURE OF THE PLAN A. The Plan shall be divided into two separate equity programs: (i) the Discretionary Option Grant Program under which eligible persons may, at the dis

Heartport Inc – EMPLOYEE STOCK PURCHASE PLAN (March 29th, 2000)

HEARTPORT, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated as of February 5, 1999) I. PURPOSE OF THE PLAN This Employee Stock Purchase Plan is intended to promote the interests of Heartport, Inc. by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll-deduction based employee stock purchase plan designed to qualify under Section 423 of the Code. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of Code Section 423. Decisio

Heartport Inc – 1999 SUPPLEMENTAL STOCK OPTION PLAN (March 29th, 2000)

HEARTPORT, INC. 1999 SUPPLEMENTAL STOCK OPTION PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This 1999 Supplemental Stock Option Plan is intended to promote the interests of Heartport, Inc., a Delaware corporation, by providing eligible persons who are not officers or directors of the Corporation with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN A. The Committee shall have authority to administer the Plan. In addition, the Board may retain the power to administer the Plan with

Heartport Inc – LOAN AND SECURITY AGREEMENT (March 30th, 1999)

AMENDMENT TO LOAN AND SECURITY AGREEMENT This Amendment to Loan and Security Agreement (this "Amendment") is entered into as of October 12, 1998, by and between SILICON VALLEY BANK ("Bank") and HEARTPORT, INC. ("Borrower"). RECITALS Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of March 20, 1998, as amended from time to time (the "Loan Agreement"). The Agency Agreement has been terminated and BNP is no longer a participant in the Loan Agreement. All references in the Loan Documents to "Bank" or "Banks" shall mean SVB. The parties desire to amend the Loan Agreement in accordance with the terms of this Amendment. NOW, THEREFORE, the parties agree as follows: 1. All references in the Loan Agreement and the Loan Documents to "Bank" or "Ba

Heartport Inc – INDUSTRIAL BUILD-TO-SUIT LEASE (March 30th, 1998)

CHESTNUT BAY LLC, a California limited liability company and HEARTPORT, INC., a Delaware corporation INDUSTRIAL BUILD-TO-SUIT LEASE Dated September 19, 1997 INDUSTRIAL BUILD-TO-SUIT LEASE Schedule of Exhibits and Exhibit Document ................................ ii Basic Lease Information .................................................. iii Section 1. Premises ..................................................... 1 Section 2. Term ......................................................... 1 Section 3. Rent ......................................................... 5 Section 4. Utilities .................................................... 5 Section 5. Taxes ..................................................

Heartport Inc – LOAN AND SECURITY AGREEMENT (March 30th, 1998)

----------------------------------------------------------------------------- HEARTPORT, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ----------------------------------------------------------------------------- TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION...................................... 1 1.1 Definitions............................................... 1 1.2 Accounting Terms.......................................... 8 2. LOANS AND TERMS OF PAYMENT........................................ 8 2.1 Advances.................................................. 8 2.2 Interest Rates, Payments, and Calculations................ 10 2.3 Crediting Payments...................................

Heartport Inc – FIRST AMENDMENT TO (March 30th, 1998)

FIRST AMENDMENT TO INDUSTRIAL BUILD TO SUIT LEASE BETWEEN CHESTNUT BAY LLC AND HEARTPORT, INC. THIS FIRST AMENDMENT TO LEASE, dated February 10, 1998, is made by and between CHESTNUT BAY LLC, a California limited liability company ("Landlord") and HEARTPORT, INC., a Delaware corporation ("Tenant") with respect to the following facts: R E C I T A L S A. Tenant and Landlord entered into that certain Lease agreement dated September 19, 1997, and entered into that certain Exhibit Document dated October 31, 1997 (collectively the "Lease") for premises to be constructed on real property in the State of California, City of Redwood City, County of San Mateo, commonly known as 800 Chestnut Street. B. Tenant and Landlord desire to amend and modify the Lease to include in the Base Rent the amortized cost for shell upgrades reque

Heartport Inc – HEARTPORT SELLS ADDITIONAL $11.25 MILLION OF CONVERTIBLE SUBORDINATED NOTES; (May 20th, 1997)

EXHIBIT 99.3 HEARTPORT SELLS ADDITIONAL $11.25 MILLION OF CONVERTIBLE SUBORDINATED NOTES; COMPANY SOLD TOTAL OF $86.25 MILLION REDWOOD CITY, Calif.--May 5, 1997--Heartport, Inc. (Nasdaq:HPRT), announced today that it sold an additional $11.25 million of convertible subordinated notes to qualified institutional investors through the exercise of an over-allotment option. The Company sold an aggregate of $86.25 million of convertible subordinated notes through this offering. The notes have a term of seven years with an interest rate of 7 1/4 percent per year, and will be convertible into Heartport Common Stock at a price of $28.958 per share. No other terms were disclosed. Heartport expects to use the net proceeds of the offering to fund capital expenditures related to the expansion of its manufacturing capacity and facilities, sales and marketing activities, research and development, clinical trials, working

Heartport Inc – PLACEMENT AGREEMENT (April 30th, 1997)

HEARTPORT, INC. PLACEMENT AGREEMENT April 15, 1997 Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. Cowen & Company c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs: Heartport, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to you (the "Initial Purchasers") $75,000,000 principal amount of its 7.25% Convertible Subordinated Notes Due 2004 (the "Firm Offered Securities") to be issued pursuant to the provisions of an Indenture dated as of April 14, 1997 (the "Indenture") between the Company and The Bank of New York, as Trustee (the "Trustee"). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $11,250,000 principal amount of its 7.25% Convertible Subordinated Notes Due 2004 (the "Additional Offered Securities") if and to the extent that you, as t

Heartport Inc – REGISTRATION RIGHTS AGREEMENT (April 30th, 1997)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of April 15, 1997 by and among Heartport, Inc., a Delaware corporation (the "Company") and Morgan Stanley & Co. Incorporated, Goldman Sachs & Co. and Cowen & Company (the "Initial Purchasers") pursuant to the Placement Agreement, dated as of April 15, 1997 (the "Placement Agreement"), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Placement Agreement the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Placement Agreement. The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers) and the holders from time to time of the Common Stock issued

Heartport Inc – INDENTURE (April 30th, 1997)

HEARTPORT, INC. TO THE BANK OF NEW YORK Trustee INDENTURE Dated as of April 15, 1997 7 1/4% Convertible Subordinated Notes due 2004 TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . 1 Affiliate . . . . . . . . . . . . . . . . . . . . . . . 2 Applicable Price. . . . . . . . . . . . . . . . . . . . 2 Board of Directors. . . . . . . . . . . . . . . . . . . 2

Heartport Inc – RIGHTS AGREEMENT (April 30th, 1997)

EXHIBIT 4.7 FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (the "Amendment") is made as of the 26th day of March, 1997, by and between Heartport, Inc., a Delaware corporation (the "Company"), and Boston Equiserve Limited Partnership, formerly The First National Bank of Boston (the "Rights Agent") with respect to that certain Rights Agreement, dated April 25, 1996, between the Company and the Rights Agent. RECITALS WHEREAS, the Board of Directors has deemed it to be in the best interests of the Company to issue unsecured debentures convertible into Common Stock of the Company (the "Notes"); WHEREAS, the Rights Agreement does not provide for the issuance of Rights Certificates to holders of the Notes u

Heartport Inc – HEARTPORT, INC. ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED NOTES (April 30th, 1997)

EXHIBIT 99.1 FOR IMMEDIATE RELEASE HEARTPORT, INC. ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED NOTES REDWOOD CITY, CALIFORNIA, APRIL 15, 1997 -- Heartport, Inc. (Nasdaq: HPRT) announced today that, subject to market conditions, it is seeking to raise approximately $75 million (excluding an option to purchase up to an additional $11.25 million principal amount of notes to cover over-allotments, if any) through an offering of convertible subordinated notes within the United States to qualified institutional investors and outside the United States to non-U.S. investors. The notes would have a term of seven years and be convertible into Heartport Common Stock. No other terms were disclosed. Heartport stated that it expects to use the net proceeds of the offering for funding of capital expenditures related to the expansion of its manufacturing capacity and facilities, sales and marketing activities, re

Heartport Inc – AMENDMENT (March 28th, 1997)

CONFIDENTIAL TREATMENT REQUESTED The Company has requested confidential treatment of certain portions of this exhibit on pages 1, 2, 3 and 4 of the Amendment between St. Jude Medical, Inc. and Heartport, Inc. dated as of January 31, 1997. *Confidential portion has been omitted and filed separately with the Commission. AMENDMENT This Amendment (the "Amendment") is made effective the 31st day of January, 1997 (the "Amendment Date") by and between St. Jude Medical, Inc. ("SJM"), a Minnesota corporation, whose principal offices are located at One Lillehei Plaza, St. Paul, Minnesota 55117 and Heartport, Inc., a Delaware corporation, whose principal offices are located at 200 Chesapeake Drive, Redwood City, California 94063 ("Heartport"). This Amendment is the first amendment to that certain Agreement by and between SJM and Heartport dated as of September 11, 1995 (the "Agreement"). All terms of suc

Heartport Inc – 1996 STOCK OPTION PLAN (March 28th, 1997)

HEARTPORT, INC. 1996 STOCK OPTION PLAN (Restated October 21, 1996) ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This 1996 Stock Option Plan is intended to promote the interests of Heartport, Inc., a Delaware corporation, by providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. II. STRUCTURE OF THE PLAN A. The Plan shall be divided into two separate equity programs: (i) the Discretionary Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be grant

Heartport Inc – LOAN AND SECURITY AGREEMENT (March 28th, 1997)

HEARTPORT, INC. LOAN AND SECURITY AGREEMENT TABLE OF CONTENTS PAGE 1. DEFINITIONS AND CONSTRUCTION............................................ 1 1.1 Definitions........................................................ 1 1.2 Accounting Terms................................................... 7 2. LOAN AND TERMS OF PAYMENT............................................... 7 2.1 Term Facility...................................................... 7 2.2 Interest Rate Protection........................................... 8 2.3 Interest Rates, Payments, and Calculations......................... 8 2.4 Crediting Payments................................................. 9 2.5 Fees................

Heartport Inc – THIRD AMENDMENT TO LEASE AGREEMENT (March 28th, 1997)

THIRD AMENDMENT TO LEASE AGREEMENT [University of Utah Research Foundation/ Heartport Research and Training Center, Inc.] THIS AMENDMENT (this "AMENDMENT") is entered into as of the 25th day of October, 1996, between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah nonprofit corporation ("LANDLORD"), whose address is 209 Park Building, Salt Lake City, Utah 84112, and HEARTPORT RESEARCH AND TRAINING CENTER, INC., a Delaware corporation ("TENANT"), whose address is 200 Chesapeake Drive, Redwood City, California 94063. FOR THE SUM OF TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Landlord and Tenant agree as follows: 1. DEFINITIONS. As used in this Amendment, each of the following terms shall have the indicated meaning: 1.1. "BUILDING" means the building located on the Land. 1.2. "LAND" means the land located in Salt Lake Cou

Heartport Inc – EMPLOYEE STOCK PURCHASE PLAN (March 28th, 1997)

HEARTPORT, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated as of October 21, 1996) I. PURPOSE OF THE PLAN This Employee Stock Purchase Plan is intended to promote the interests of Heartport, Inc. by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll-deduction based employee stock purchase plan designed to qualify under Section 423 of the Code. This Restatement shall be effective for the first Offering Period beginning November 1, 1996. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with t