Medicalcv Inc Sample Contracts

Medicalcv Inc – FIRST AMENDMENT TO THE MEDICALCV, INC. AMENDED AND RESTATED 2005 DIRECTOR STOCK OPTION PLAN (February 22nd, 2008)

In accordance with Section 8 of the Amended and Restated Director Stock Option Plan (the “Plan”), which permits the Board to amend the Plan, the Plan is hereby amended effective as of February 15, 2008.  Section 6(d) shall be amended and restated as follows:

Medicalcv Inc – FIRST AMENDMENT TO THE MEDICALCV, INC. MANAGEMENT INCENTIVE PLAN (February 22nd, 2008)
Medicalcv Inc – MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN (February 22nd, 2008)

THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and                                          (the “Optionee”) pursuant to the Company’s Amended and Restated 2001 Equity Incentive Plan (the “Plan”).  Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

Medicalcv Inc – FIRST AMENDMENT TO THE MEDICALCV, INC. AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN (February 22nd, 2008)

In accordance with Section 11 of the Amended and Restated 2001 Equity Incentive Plan (the “Plan”), which permits the Board to amend the Plan, the Plan is hereby amended effective as of February 15, 2008.  Section 1.3 shall be amended and restated as follows:

Medicalcv Inc – MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (February 22nd, 2008)

THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and                            (the “Optionee”).

Medicalcv Inc – RESTRICTED STOCK AWARD (February 22nd, 2008)

RESTRICTED STOCK AWARD AGREEMENT dated as of                                       , between MedicalCV, Inc., a Minnesota corporation (the “Corporation”), and                           , an employee of the Corporation or one of its subsidiaries (the “Employee”).

Medicalcv Inc – FIRST AMENDMENT TO THE MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT WITH [ ] (February 22nd, 2008)
Medicalcv Inc – SETTLEMENT AGREEMENT AND RELEASE (October 22nd, 2007)

THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is made and entered into this 19th day of October 2007 (the “Execution Date”), by and between J Giordano Securities LLC d/b/a J Giordano Securities Group (“JGSG”), a Delaware limited liability company, and MedicalCV, Inc. (“MedicalCV”), a Minnesota corporation (JGSG and MedicalCV are collectively referred to as the “Parties”).

Medicalcv Inc – Company Contact: (October 22nd, 2007)

MINNEAPOLIS—(BUSINESS WIRE)—October 22, 2007—MedicalCV, Inc. (OTC Bulletin Board: MCVI.OB), www.medcvinc.com, announced today that it has entered into a settlement agreement pursuant to which MedicalCV will pay J Giordano Securities Group $750,000 in cash. Without admitting any liability or wrongdoing, the parties entered into the settlement agreement to settle and resolve the disputes stemming from the parties’ December 2004 engagement agreement.

Medicalcv Inc – THIRD AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF MEDICALCV, INC. (October 11th, 2007)

The undersigned Vice President, Finance and Chief Financial Officer of MedicalCV, Inc. (the “Corporation”), with the purpose of amending the Corporation’s Restated Articles of Incorporation under the provisions of Minnesota Statutes Sections 302A.135 and 302A.139, states that:

Medicalcv Inc – EXECUTIVE EMPLOYMENT AGREEMENT (September 11th, 2007)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) effective September 17, 2007, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Michael A. Brodeur, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

Medicalcv Inc – Management Incentive Plan (Adopted August 16, 2007) Objectives of the Plan (August 21st, 2007)

The Management Incentive Plan (the Plan) is designed to provide an additional performance incentive to increase the value of our company on a sustained basis in accordance with our operational and strategic objectives.  The Plan will demonstrate to our shareholders that we attach great priority to their interests.  The Plan will:  reward those individuals who significantly impact company results, encourage increased teamwork among all disciplines within the Company and incorporate an incentive program within the overall compensation program to help attract, retain, motivate and appropriately compensate key employees.

Medicalcv Inc – MEDICALCV, INC. AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN (As Amended on April 20, 2007) (July 25th, 2007)
Medicalcv Inc – Re: Amendment to Restated Executive Employment Agreement (June 29th, 2007)

Reference is made to your Restated Executive Employment Agreement with MedicalCV, Inc. ("MedCV" or "we") dated May 30, 2006 (the "Employment Agreement") providing for your employment as Vice President, Finance and Chief Financial Officer of MedCV.  Following our discussion concerning your objectives and the future needs of MedCV, we have reached a mutual decision concerning your departure from MedCV.  This letter (the "Agreement") will address amendments to the Employment Agreement and your severance and transition arrangements.  Except as provided in this letter, the following supersedes all other existing arrangements for your employment, compensation and benefits.

Medicalcv Inc – MEDICALCV, INC. SECURED NOTE PURCHASE AGREEMENT June 15, 2007 (June 15th, 2007)

THIS SECURED NOTE PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 15th day of June, 2007 (the “Effective Date”), by and among MedicalCV, Inc., a Minnesota corporation (the “Company”) and the holders listed under “Second Closing” on Schedule 1.0 hereto (each a “Holder” and collectively the “Holders”), as part of the second closing of the 2007 Secured Notes.

Medicalcv Inc – AMENDMENT TO WARRANT AGREEMENT (June 15th, 2007)

This Amendment to the Warrant Agreement (this “Amendment”) made and entered into on June 15, 2007, amends that certain Common Stock Purchase Warrant (the “Warrant”) issued to Whitebox Ready Ltd. on April 20, 2007, by MedicalCV, Inc. (the “Company”).  Unless modified herein, all other terms and provisions of the Warrant shall remain in full force and effect and unmodified hereby.  Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Warrant.

Medicalcv Inc – AMENDMENT TO SECURED NOTE PURCHASE AGREEMENT (June 15th, 2007)

This Amendment to the Secured Note Purchase Agreement (this “Amendment”) made and entered into on June 15, 2007, amends that certain Secured Note Purchase Agreement by and between MedicalCV, Inc. (the “Company”) and Whitebox Ready Ltd., dated April 20, 2007.  Unless modified herein, all other terms and provisions of the Secured Note Purchase Agreement shall remain in full force and effect and unmodified hereby.  Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Secured Note Purchase Agreement.

Medicalcv Inc – MedicalCV, Inc. Receives Three Additional Notices of Allowance on Patent Applications for Laser-Based Surgical Ablation Technology Platform (June 4th, 2007)

MINNEAPOLIS—(BUSINESS WIRE)—May 22, 2007—MedicalCV, Inc. (OTCBB:MCVI), www.medcvinc.com, announced that the United States Patent and Trademark Office (“USPTO”) has issued three additional Notices of Allowance to MedicalCV on patent applications pertaining to various aspects of MedicalCV’s proprietary laser-based surgical ablation technology. MedicalCV currently markets both the ATRILAZE(TM) and SOLAR(TM) Surgical Ablation Systems.

Medicalcv Inc – Re: Amendment to Executive Employment Agreement (June 4th, 2007)

Reference is made to your Executive Employment Agreement with MedicalCV, Inc. (“MedCV” or “we”) dated August 18, 2005 (the “Employment Agreement”) providing for your employment as Vice President, Regulatory Affairs and Quality Assurance of MedCV.  Following our discussion concerning your objectives and the future needs of MedCV, we have reached a mutual decision concerning your departure from MedCV.  This letter (the ”Agreement”) will address amendments to the Employment Agreement and your severance and transition arrangements.  Except as provided in this letter, the following supersedes all other existing arrangements for your employment, compensation and benefits.

Medicalcv Inc – MEDICALCV, INC. SECURED NOTE PURCHASE AGREEMENT April 20, 2007 (April 20th, 2007)

THIS SECURED NOTE PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 20th day of April, 2007 (the “Effective Date”), by and among MedicalCV, Inc., a Minnesota corporation (the “Company”), and the holders listed on Schedule 1.0 hereto (each a “Holder” and collectively the “Holders”).

Medicalcv Inc – Investor Presentation March 16, 2007 Presented by: Marc Flores, CEO Eapen Chacko, CFO Adam Berman, VP of R&D 0 This presentation contains certain forward-looking statements of expected future developments, as defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this presentation refer to the Company’s expectations regarding the development, regulatory clearance and commercialization of its SOLAR™ Surgical Ablation System. These forward-looking statements reflect management's expectations and are based on currently available data; however, actual re (March 16th, 2007)

This presentation contains certain forward-looking statements of expected future developments, as defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this presentation refer to the Company’s expectations regarding the development, regulatory clearance and commercialization of its SOLAR™ Surgical Ablation System. These forward-looking statements reflect management's expectations and are based on currently available data; however, actual results are subject to future risks and uncertainties, which could materially affect actual performance. Risks and uncertainties that could affect such performance include, but are not limited to, the following: the Company's ability to fund significant capital needs; the ability to gather acceptable clinical data in a timely manner to support regulatory clearances; the FDA’s willingness to clear or approve the Company’s devices based on those data; the ability of the Company’s capi

Medicalcv Inc – MINNETRONIX® Thinking Medical Systems MINNETRONIX, INC.-MEDICALCV, INC. PRODUCTION SERVICES AGREEMENT (March 15th, 2007)

This production services agreement (this “Agreement”) is dated as of December 6, 2006 (“Effective Date”), and is between MEDICALCV, INC. (“Buyer”), and MINNETRONIX, INC., a Minnesota corporation (“Seller”).

Medicalcv Inc – COMMON STOCK PURCHASE WARRANT (October 16th, 2006)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                    (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEDICALCV, INC., a Minnesota corporation (the “Company”), up to            shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Medicalcv Inc – REGISTRATION RIGHTS AGREEMENT (October 16th, 2006)

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

Medicalcv Inc – SECURITIES PURCHASE AGREEMENT (October 16th, 2006)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2006, among MedicalCV, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Medicalcv Inc – Re: Second Amendment to Executive Employment Agreement (July 20th, 2006)

Reference is made to your Executive Employment Agreement with MedicalCV, Inc. (“MedCV” or “we”) dated August 8, 2005 (the “Employment Agreement”) providing for your employment as Vice President, Finance and Chief Financial Officer of MedCV, as amended by the Amendment to Executive Employment Agreement dated April 6, 2006 (the “First Amendment”). The Employment Agreement as amended by the First Amendment is referred to herein as the “Amended Employment Agreement.”  Following our discussions concerning the implications associated with extending the period during which your vested stock options may be exercised, we have reached a mutual decision to delete Section 4 of the First Amendment.

Medicalcv Inc – MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO 2001 EQUITY INCENTIVE PLAN (July 20th, 2006)

THIS OPTION AGREEMENT is entered into effective                    , by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and                         (the “Optionee”) pursuant to the Company’s 2001 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

Medicalcv Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 20th, 2006)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into August 17, 2005, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Robert W. Clapp, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

Medicalcv Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 20th, 2006)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into August 18, 2005, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Dennis E. Steger, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

Medicalcv Inc – MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO 2001 EQUITY INCENTIVE PLAN (July 20th, 2006)

THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and                            (the “Optionee”) pursuant to the Company’s 2001 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

Medicalcv Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 20th, 2006)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into August 17, 2005, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Adam L. Berman, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

Medicalcv Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 20th, 2006)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective November 7, 2005, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and James E. Jeter, a resident of the state of Kansas (hereinafter referred to as “Executive”).

Medicalcv Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 20th, 2006)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into April 19, 2006, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Gary O. Tegan, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

Medicalcv Inc – RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (June 5th, 2006)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) effective May 30, 2006, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Eapen Chacko, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

Medicalcv Inc – [FORM OF] ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION, AS AMENDED OF MEDICALCV, INC. (May 19th, 2006)

MedicalCV, Inc., a corporation organized and existing under the laws of the state of Minnesota (the “Corporation”), hereby certifies that: