Cardiac Pathways Corp Sample Contracts

Cardiac Pathways Corp – AGREEMENT AND PLAN OF MERGER (July 6th, 2001)

1 EXECUTION VERSION Exhibit 99.1 AGREEMENT AND PLAN OF MERGER Among BOSTON SCIENTIFIC CORPORATION, ADAM ACQUISITION 2001 INC. and CARDIAC PATHWAYS CORPORATION Dated as of June 28, 2001 2 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 1.01. Definitions....................................................................2

Cardiac Pathways Corp – BOSTON SCIENTIFIC ANNOUNCES AGREEMENT (July 6th, 2001)

1 EXHIBIT 99.2 [BOSTON SCIENTIFIC LETTERHEAD] BOSTON SCIENTIFIC ANNOUNCES AGREEMENT TO ACQUIRE CARDIAC PATHWAYS CORPORATION Acquisition to strengthen and broaden Boston Scientific's product offerings in electrophysiology Natick, MA and Sunnyvale, CA (June 29, 2001) -- Boston Scientific Corporation (NYSE:BSX) and Cardiac Pathways Corporation (NASDAQ:CPWY) today announced the signing of a definitive agreement for Boston Scientific to acquire Cardiac Pathways in an all cash transaction for a purchase price of approximately $115 million, or $5.267 per common share. The transaction, which will be accomplished by a cash tender offer and follow-on merger, is expected to close in the third quarter of 2001. The tender offer for the common shares of Cardiac Pathways is expected to commence in early July and is

Cardiac Pathways Corp – PREFERRED SHARES RIGHTS AGREEMENT (June 29th, 2001)

1 EXHIBIT 4.2 AMENDMENT TO THE CARDIAC PATHWAYS CORPORATION PREFERRED SHARES RIGHTS AGREEMENT JULY 23, 1999 WHEREAS, Cardiac Pathways Corporation (the "Company") and Norwest Bank Minnesota, N.A. (the "Rights Agent") are parties to the Preferred Shares Rights Agreement, dated as of April 22, 1997 (the "Rights Agreement"); WHEREAS, the Company's Board of Directors has authorized the designation and sale of the Company's Series B Convertible Preferred Stock; WHEREAS, the Company has determined that pursuant to Section 27 of the Rights Agreement, the Rights Agreement may be amended as set forth herein without the approval of the holders of the Rights (as defined in the Rights Agreement); NOW THEREFORE, in consideration of the promises and mutual agreements set

Cardiac Pathways Corp – PREFERRED SHARES RIGHTS AGREEMENT (June 29th, 2001)

1 EXHIBIT 4.3 AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT Amendment No. 2 (the "AMENDMENT"), dated as of June 28, 2001, to the Preferred Shares Rights Agreement (the "RIGHTS AGREEMENT"), dated as of April 22, 1997 and amended as of July 23, 1999, between Cardiac Pathways Corporation, a Delaware corporation (the "COMPANY"), and Wells Fargo Bank Minnesota, N.A. (as successor in interest to Norwest Bank Minnesota, N.A.) under the Rights Agreement, is being executed at the direction of the Company. WHEREAS, the Company, Boston Scientific Corporation, a Delaware corporation ("PARENT"), and Adam Acquisition 2001 Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MERGER SUB"), intend to enter into an Agreement and Plan of Merger pursuant to which, among other things, Merger Sub will commence a tender offer to purchase e

Cardiac Pathways Corp – 2000 STOCK PLAN (June 27th, 2001)

1 EXHIBIT 4.1 CARDIAC PATHWAYS CORPORATION 2000 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2000 Stock Plan are: - to attract and retain the best available personnel for positions of substantial responsibility, - to provide additional incentive to Employees, Directors and Consultants, and - to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the

Cardiac Pathways Corp – REGISTRATION RIGHTS AGREEMENT (February 1st, 2001)

1 EXHIBIT 10.33 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of November 7, 2000 by and among (i) Cardiac Pathways Corporation, a Delaware corporation (the "Company"), (ii) Van Wagoner Funds, Bank of America Ventures, BA Venture Partners V, Morgan Stanley Venture Partners III, L.P., Morgan Stanley Venture Investors III, L.P., The Morgan Stanley Venture Partners Entrepreneur Fund, L.P., State of Wisconsin Investment Board, Special Situations Private Equity Fund, L.P., Faria Fund Ltd., Fogarty Family Revocable Trust and Trellis Health Ventures, L.P. (collectively the "Initial Investors") and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, (x) the provisions of Section 2.4 of the Stock Purchase Agreement (defined below) or (y) the provisions of Section 13 hereof (collect

Cardiac Pathways Corp – REGISTRATION RIGHTS AGREEMENT (December 27th, 2000)

1 EXHIBIT 10.33 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of November 7, 2000 by and among (i) Cardiac Pathways Corporation, a Delaware corporation (the "Company"), (ii) Van Wagoner Funds, Van Wagoner Capital Partners, L.P., Van Wagoner Crossover Fund, BankAmerica Ventures, BA Venture Partners V, Morgan Stanley Dean Witter Venture Partners IV, L.P., Morgan Stanley Dean Witter Venture Investors IV, L.P., Morgan Stanley Dean Witter Venture Offshore Investors IV, L.P., State of Wisconsin Investment Board, Special Situations Fund, Pogue Capital Management and Trellis Health Ventures, L.P. (collectively the "Initial Investors") and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, (x) the provisions of Section 2.4 of the Stock Purchase Agreement (defined below) or (y) the

Cardiac Pathways Corp – Employment Agreement with Robert K. Weigle dated January 17, 2000 (September 25th, 2000)

1 EXHIBIT 10.31 Employment Agreement with Robert K. Weigle dated January 17, 2000 January 10, 2000 ROBERT K. WEIGLE 1510 Litina Drive Alamo, CA. 94507 Dear Robert: This letter when signed by you, will constitute an agreement between Cardiac Pathways Corporation (the "Company") and you (the "Executive") concerning your employment. 1. The Company hereby hires the Executive and the Executive hereby accepts employment as Vice President -Sales and Field Operations. 2. The Company agrees to pay the Executive an annual base salary of $176,000.00 payable in accordance with the Company's standard payroll policy. 3. The Company is in the process of developing an incentive bonus program. The program will establish goals and objectives and have a potential annual pay out of 20% (twenty percent) of base salary. 4. Upon approval of the Board of Directors, and

Cardiac Pathways Corp – Employment Agreement with Sandra L. Miller dated January 3, 2000 (September 25th, 2000)

1 EXHIBIT 10.27 Employment Agreement with Sandra L. Miller dated January 3, 2000 December 10, 1999 SANDRA MILLER 1353 Yukon Terrace Sunnyvale, CA. 94086 Dear Sandra: This letter when signed by you, will constitute an agreement between Cardiac Pathways Corporation (the "Company") and you (the "Executive") concerning your employment. 1. The Company hereby hires the Executive and the Executive hereby accepts employment as Vice President -and Chief Financial Officer. 2. The Company agrees to pay the Executive an annual base salary of $178,000.00 payable in accordance with the Company's standard payroll policy. Additionally, you will receive a sign-on bonus of $5,000 payable on the first regularly scheduled payroll cycle. A bonus payment is considered income and will be subject to normal withholding tax. 3. The Company is in the process of developing an in

Cardiac Pathways Corp – CONSULTING AGREEMENT (September 25th, 2000)

1 EXHIBIT 10.32 Consulting Agreement with William N. Starling dated January 1, 2000 CARDIAC PATHWAYS CORPORATION CONSULTING AGREEMENT This Agreement (the "Agreement") is made by and between Cardiac Pathways Corporation (the "Company") and William N. Starling (the "Consultant") as of January 1, 2000. 1. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and the Consultant entered into an Employment Agreement dated January 6, 1992 (the "Employment Agreement"). The Company and the Consultant agree that this Agreement will supercede and terminate the Employment Agreement and that this Agreement will serve as the sole agreement between the parties. The Consultant and the Company agree that by entering into this Agreement they have released each other from any and all potential liability regarding every claim, cause of action, complaint and dispute that

Cardiac Pathways Corp – Employment Agreement with Mike Forrest dated July 24, 2000 (September 25th, 2000)

1 EXHIBIT 10.29 Employment Agreement with Mike Forrest dated July 24, 2000 June 28, 2000 MICHAEL N. FORREST, SPHR 518 Red Rome Lane Brentwood, CA 94513 Dear Michael: This letter when signed by you, will constitute an agreement between Cardiac Pathways Corporation (the "Company") and you (the "Executive") concerning your employment. 1. The Company hereby hires the Executive and the Executive hereby accepts employment as Vice President, Human Resources. 2. The Company agrees to pay the Executive an annual base salary of $138,000 payable in accordance with the Company's standard payroll policy. 3. The Company is in the process of developing an incentive bonus program. The program will establish defined goals and objectives, you will have an annual bonus potential pay out of 15% (fifteen-percent) of base salary. 4. Upon approval of the Boa

Cardiac Pathways Corp – Employment Agreement with Eldon M. Bullington dated January 3, 2000 (September 25th, 2000)

1 EXHIBIT 10.26 Employment Agreement with Eldon M. Bullington dated January 3, 2000 December 10, 1999 ELDON BULLINGTON 2070 Goldenrod Lane San Ramon, CA. 94583 Dear Eldon: This letter when signed by you, will constitute an agreement between Cardiac Pathways Corporation (the "Company") and you (the "Executive") concerning your employment. 1. The Company hereby hires the Executive and the Executive hereby accepts employment as Vice President -and Chief Financial Officer. 2. The Company agrees to pay the Executive an annual base salary of $180,000.00 payable in accordance with the Company's standard payroll policy. 3. The Company is in the process of developing an incentive bonus program. The program will establish goals and objectives and have a potential annual pay out of 20% (twenty percent) of base salary. 4. Upon approval of the Board of Directo

Cardiac Pathways Corp – LICENSE AGREEMENT (September 28th, 1999)

1 Exhibit 10.28 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made as of July 21, 1999 (the "Effective Date") by and between Sonometrics Corporation, a corporation organized and existing under the laws of Ontario, Canada, having a principal place of business located at 135-4056 Meadowbrook Dr., London, Ontario, Canada N6L 1E4 ("Licensor") and Cardiac Pathways Corporation, a corporation organized and existing under the laws of Delaware, having a principal place of business at 995 Benecia Avenue, Sunnyvale, California 94086 ("Licensee"). BACKGROUND WHEREAS, Licensor owns certain Licensed Patents (as defined below); and WHEREAS, Licensee wishes to obtain an exclusive license from Licensor to the Licensed Patents on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual

Cardiac Pathways Corp – REVISED OFFER LETTER (September 28th, 1999)

1 EXHIBIT 10.29 August 7, 1996 REVISED OFFER LETTER VIA FEDERAL EXPRESS DEBRA SHERYL ECHT, M.D. 1477 Georgetown Court Nashville, TN 37215 Dear Debra: This letter, when signed by you, will constitute an agreement between Cardiac Pathways Corporation (the "Company") and you (the "Executive") concerning your employment. 1. The Company hereby hires the Executive and the Executive hereby accepts employment as Vice President Chief Medical Officer. a. The Executive will work full time at Cardiac Pathways Corporation beginning September 3, 1996. b. Primary responsibility for this position will include management of the Company's clinical trials and preclinical trials, assistance in the areas of advanced research, product planning,

Cardiac Pathways Corp – REVISED OFFER LETTER (September 28th, 1999)

1 EXHIBIT 10.31 [CARDIAC PATHWAYS CORPORATION LETTERHEAD] March 6, 1998 VIA FACSIMILE REVISED OFFER LETTER THIS SUPERSEDES THE FEBRUARY 24, 1998 OFFER LETTER. JON HUNT, Ph.D. 25526 Via Desca Valencia, CA 91355 Dear Jon: This letter when signed by you, will constitute an agreement between Cardiac Pathways Corporation (the "Company") and you (the "Executive") concerning your employment. 1. The Company hereby hires the Executive and the Executive hereby accepts employment as Vice President -- International. 2. The Company agrees to pay the Executive an annual base salary of $150,000.00 payable in accordance with the Company's standard payroll policy. 3. Upon ap

Cardiac Pathways Corp – PREFERRED SHARES RIGHTS AGREEMENT (September 28th, 1999)

1 EXHIBIT 4.1.1 AMENDMENT TO THE CARDIAC PATHWAYS CORPORATION PREFERRED SHARES RIGHTS AGREEMENT JULY 23, 1999 WHEREAS, Cardiac Pathways Corporation (the "Company") and Norwest Bank Minnesota, N.A. (the "Rights Agent") are parties to the Preferred Shares Rights Agreement, dated as of April 22, 1997 (the "Rights Agreement"); WHEREAS, the Company's Board of Directors has authorized the designation and sale of the Company's Series B Convertible Preferred Stock; WHEREAS, the Company has determined that pursuant to Section 27 of the Rights Agreement, the Rights Agreement may be amended as set forth herein without the approval of the holders of the Rights (as defined in the Rights Agreement); NOW THEREFORE, in consideration of the promises and mutual agreements set forth

Cardiac Pathways Corp – EXECUTIVE EMPLOYMENT AGREEMENT (September 28th, 1999)

1 EXHIBIT 10.27 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made effective as of this Sixth day of January, 1992 by and between Cardiac Pathways Corporation, a California corporation (the "Company") and William N. Starling (the "Executive"). 1. Position and Duties. The Company hereby hires the Executive and the Executive hereby accepts employment as President and Chief Operating Officer of the Company. The Executive will, to the best of his ability during his employment, devote his full time and best efforts to the performance of the duties and functions of the position of President of the Company, and in the performance of those duties, will comply with the policies of the Company and the direction of the board of directors. To the extent requested, the Executive agrees to serve as a director of the Company without any additional compensation. 2. Compensa

Cardiac Pathways Corp – 1991 STOCK PLAN (August 9th, 1999)

1 EXHIBIT 4.1 CARDIAC PATHWAYS CORPORATION 1991 STOCK PLAN (AS AMENDED APRIL 1996) (AS FURTHER AMENDED OCTOBER 1997) (AS FURTHER AMENDED OCTOBER 1998) (AS FURTHER AMENDED NOVEMBER 1998) (AS FURTHER AMENDED MAY 1999) 1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the time of grant of an option and s

Cardiac Pathways Corp – 1998 NONSTATUTORY STOCK OPTION PLAN (August 9th, 1999)

1 EXHIBIT 4.2 CARDIAC PATHWAYS CORPORATION 1998 NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1998 Nonstatutory Stock Option Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with

Cardiac Pathways Corp – 1998 NONSTATUTORY STOCK OPTION PLAN (December 17th, 1998)

1 EXHIBIT 4.1 CARDIAC PATHWAYS CORPORATION 1998 NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1998 Nonstatutory Stock Option Plan are: - to attract and retain the best available personnel for positions of substantial responsibility, - to provide additional incentive to Employees, Directors and Consultants, and - to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the administration of s

Cardiac Pathways Corp – 1991 STOCK PLAN (December 17th, 1998)

1 EXHIBIT 4.3 CARDIAC PATHWAYS CORPORATION 1991 STOCK PLAN (AS AMENDED APRIL 1996) (AS FURTHER AMENDED OCTOBER 1997) (AS FURTHER AMENDED OCTOBER 1998) (AS FURTHER AMENDED NOVEMBER 1998) 1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section

Cardiac Pathways Corp – 1998 EMPLOYEE STOCK PURCHASE PLAN (December 17th, 1998)

1 EXHIBIT 4.2 CARDIAC PATHWAYS CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1998 Employee Stock Purchase Plan of Cardiac Pathways Corporation. 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 Comp

Cardiac Pathways Corp – CONSULTING AGREEMENT (September 25th, 1998)

1 EXHIBIT 10.21 CARDIAC PATHWAYS CORPORATION CONSULTING AGREEMENT This Agreement (the "Agreement") is made by and between Cardiac Pathways Corporation (the "Company") and Earle Canty (the "Consultant") as of September 1, 1998. 1. SERVICES. The Consultant shall provide to the Company the services set forth in Paragraph 1 of Exhibit A in accordance with the terms and conditions contained in this Agreement. The manner and means by which Consultant chooses to complete the Projects are in consultant's sole discretion and control. Consultant agrees to exercise the highest degree of professionalism, and utilize its expertise and creative talents in achieving such Projects. The Company will make its facilities, equipment and personnel available to Consultant when necessary. Consultant shall perform the services necessary to achieve the Projects i

Cardiac Pathways Corp – AGREEMENT (September 25th, 1998)

1 EXHIBIT 10.18 CARDIAC PATHWAYS CORPORATION AGREEMENT This Agreement is made this 18th day of April, 1996, by and between Earle Canty ("Executive") and Cardiac Pathways Corporation, a California corporation ("the Company"). WHEREAS, on January 22, 1996, Executive was granted certain stock options (the "Options") pursuant to the Company's 1991 Stock Plan; WHEREAS, the Company and Executive have executed a promissory note (the "First Note"); WHEREAS, the Company desires to assist Executive in paying the taxes associated with exercise of the Options; WHEREAS, the Company intends to loan Executive the funds necessary to pay such taxes pursuant to a promissory note (the "Second Note"); NOW, THEREFORE in consideration of the mutual covenants hereinafter contained, the Company and Executive agree as f

Cardiac Pathways Corp – AMENDMENT NUMBER 1 TO (September 25th, 1998)

1 EXHIBIT 10.18.1 CARDIAC PATHWAYS CORPORATION AMENDMENT NUMBER 1 TO APRIL 18, 1996 AGREEMENT This Amendment Number 1 to the Agreement dated as of April 18,, by and between Earle Canty ("Executive") and Cardiac Pathways Corporation, a Delaware corporation ("the Company")1996 is made this 31st day of August, 1998. WHEREAS, on January 22, 1996, Executive was granted certain stock options (the "Options") pursuant to the Company's 1991 Stock Plan; WHEREAS, the Company and Executive executed a promissory note (the "First Note") on April 18, 1996; WHEREAS, the Company desired to assist Executive in paying the taxes associated with exercise of the Options; WHEREAS, the Company and the Executive executed a promissory note (the "Second Note") on December 23, 1996; NOW, THEREFORE in consideration of the

Cardiac Pathways Corp – 1998 NONSTATUTORY STOCK OPTION PLAN (September 25th, 1998)

1 EXHIBIT 10.22 CARDIAC PATHWAYS CORPORATION 1998 NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1998 Nonstatutory Stock Option Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the administration of s

Cardiac Pathways Corp – AMENDMENT NUMBER 1 TO (September 25th, 1998)

1 EXHIBIT 10.20.1 AMENDMENT NUMBER 1 TO NOTE DATED DECEMBER 23, 1996 Sunnyvale, California August 31, 1998 WHEREAS, on December 23, 1996 Earle Canty (the "Borrower") promised to pay to Cardiac Pathways Corporation, a Delaware corporation (the "Company"), or order, the principal sum of One Hundred and Ninety-Seven Thousand Four Hundred Fifty Dollars ($197,450), together with interest on the unpaid principal thereof from the date thereof at the rate of six and forty one-hundredths percent (6.4%) per annum (the "December 1996 Note"). WHEREAS, paragraph 3 of such December 1996 Note provided that: "3. Notwithstanding anything to the contrary contained in this Note, the entire principal balance and all accrued and unpai

Cardiac Pathways Corp – AMENDMENT NUMBER 1 TO (September 25th, 1998)

1 EXHIBIT 10.19.1 AMENDMENT NUMBER 1 TO NOTE DATED APRIL 18, 1996 Sunnyvale, California August 31, 1998 WHEREAS, on April 18, 1996 Earle Canty (the "Borrower") promised to pay to Cardiac Pathways Corporation, a Delaware corporation (the "Company"), or order, the principal sum of Three Hundred and Eight-Five Thousand Dollars ($385,000), together with interest on the unpaid principal thereof from the date thereof at the rate of five and eighty-eight one-hundredths percent (5.88%) per annum (the "April 1996 Note"). WHEREAS, paragraph 3 of such April 1996 Note provided that: "3. Notwithstanding anything to the contrary contained in this Note, the entire principal balance and all accrued and unpaid interest thereon

Cardiac Pathways Corp – NOTE (September 25th, 1998)

1 EXHIBIT 10.19 NOTE $385,000 [City, State] April 18, 1996 1. FOR VALUE RECEIVED, Earle Canty promises to pay to Cardiac Pathways Corporation, a California corporation (the "Company"), or order, the principal sum of Three Hundred and Eight-Five Thousand Dollars ($385,000), together with interest on the unpaid principal hereof from the date hereof at the rate of five and eighty-eight one-hundredths percent (5.88%) per annum. 2. Principal shall be due and payable in installments as follows: upon sale of the shares, or any portion thereof (the "Shares"), underlying the options granted to the undersigned by the Company on January 22, 1996 (the "Options"), fifty percent (50%) of the proceeds from the sale of such Shares shall be due and payable as an installmen

Cardiac Pathways Corp – NOTE (September 25th, 1998)

1 EXHIBIT 10.20 NOTE $197,450.00 Sunnyvale, California December 23, 1996 1. FOR VALUE RECEIVED, Earle Canty promises to pay to Cardiac Pathways Corporation, a California corporation (the "Company"), or order, the principal sum of One Hundred Ninety Seven Thousand Four Hundred Fifty Dollars ($197,450), together with interest in the unpaid principal hereof from the date hereof at the rate of six and four tenths percent (6.4%) per annum. 2. Principal shall be due and payable in installments as follows: upon sale of the shares, or any portion thereof (the "Shares"), underlying the options granted to the undersigned by the Company on January 22, 1996 (the "Options"), fifty percent (50%) of the proceeds from the sales of such Shares shall be due and payable as an inst

Cardiac Pathways Corp – 1998 EMPLOYEE STOCK PURCHASE PLAN (September 25th, 1998)

1 EXHIBIT 10.15 CARDIAC PATHWAYS CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1998 Employee Stock Purchase Plan of Cardiac Pathways Corporation. 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"

Cardiac Pathways Corp – AGREEMENT (September 25th, 1998)

1 EXHIBIT 10.7.1 AGREEMENT This AGREEMENT is entered into May 26, 1998, by and between CARDIAC PATHWAYS CORPORATION, a California corporation with offices at 995 Benecia Avenue, Sunnyvale, California 94086 ("Pathways") and DIDECO S.P.A., a corporation organized under the laws of Italy with offices at Via Statale 12 Nord, 86, 41037 Mirandola (MO), Italy ("Distributor"). BACKGROUND A. Pathways and Distributor entered into a certain Exclusive International Distributor Agreement effective as of June 23, 1994 (the "Distributor Agreement"), which each wishes now to terminate. B. Pathways and Distributor entered into a certain Loan Agreement effective as of June 23, 1994 and the attached Promissory Note dated June 27, 1994 (collectively, the "Loan"), which Pathways is willing to r

Cardiac Pathways Corp – LEASE AGREEMENT (September 25th, 1998)

1 EXHIBIT 10.17 LEASE AGREEMENT (NNN) BASIC LEASE INFORMATION LEASE DATE: April 27, 1998 LANDLORD: SUNNYVALE BUSINESS PARK, A CALIFORNIA LIMITED PARTNERSHIP LANDLORD'S ADDRESS: c/o LPC MS, Inc. 101 Lincoln Centre Drive, Fourth Floor Foster City, California 94404-1167 TENANT: Cardiac Pathways Corporation, a Delaware corporation TENANT'S ADDRESS: 995 Benecia Avenue Sunnyvale, California 94086 PREMISES: Approximately 8,000 rentable square feet as shown on Exhibit A PREMISES ADDRESS:

Cardiac Pathways Corp – LEASE MODIFICATION AGREEMENT (May 1st, 1998)

1 EXHIBIT 10.11.1 LEASE MODIFICATION AGREEMENT This agreement is made to modify that certain lease date June 25, 1993 between Brock Properties, a California Limited Partnership, as Lessor, and Cardiac Pathways Corporation, as Lessee, pertaining to premises at 995 Benecia Avenue, Sunnyvale, California. Recitals: The parties wish to accomplish the following: (a) to extend the term of the lease for five years, while providing Lessee an option for early termination; (b) to fix a new Base Rent for the extended term; (c) to limit Lessee's obligation to remove tenant improvements at the end of the extended term; (d) to provide for the possible need to replace certain of the air conditioning units; (e) to modify the terms pertaining to sub-leasing; and (f) to eliminate portions of the lease which are not applicable to the extended term. Therefore, the parties agree t

Cardiac Pathways Corp – 1991 STOCK PLAN (October 23rd, 1997)

1 CARDIAC PATHWAYS CORPORATION 1991 STOCK PLAN (AS AMENDED APRIL 1996) (AS FURTHER AMENDED OCTOBER 1997) 1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. CERTAIN DEFINITIONS. As used herein, the following definition