1
EXHIBIT 10.22
AMENDMENT TO STOCK OPTION AGREEMENT
This AMENDMENT TO STOCK OPTION AGREEMENT ("Amendment"), is made this 25th
day of August, 1995, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"), J. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ("▇▇▇▇▇▇, together with ▇▇▇▇▇, the "Stockholders"), CALIPER TECHNOLOGIES
CORP., a Delaware corporation ("Purchaser"), and solely for purposes of Section
4 of the STOCK OPTION AGREEMENT (defined below) AVALON MEDICAL PARTNERS, a
California general partnership ("Avalon"). Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to such terms in the Stock
Option Agreement (defined below).
WHEREAS, ▇▇▇▇▇ and Purchaser have entered into a letter agreement executed
on August 9, 1995 (the "Stock Option Agreement"), pursuant to which ▇▇▇▇▇
granted to Purchaser an Option to purchase all of the outstanding capital stock
of Caliper MicroAnalytic Systems, Inc., a Maryland corporation ("Caliper"); and
WHEREAS, since the date of the Stock Option Agreement, ▇▇▇▇▇▇ has purchased
100 shares of the capital stock of Caliper pursuant to a certain stock
restriction agreement by and between ▇▇▇▇▇▇ and Caliper; and
WHEREAS, the parties hereto desire to amend the Stock Option Agreement to
reflect that ▇▇▇▇▇▇ is a current stockholder of Caliper and to make ▇▇▇▇▇▇ and
Avalon a party thereto.
NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. The introductory paragraph of the Stock Option Agreement is hereby
deleted and replaced in its entirety with the following:
"This letter sets forth the terms pursuant to which Caliper
Technologies Corp., a Delaware corporation ("Purchaser"), shall have the
right to purchase from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
("▇▇▇▇▇▇", together with ▇▇▇▇▇, the "Stockholders") all of the outstanding
capital stock of Caliper MicroAnalytic Systems, Inc., a Maryland
corporation ("Caliper"). Avalon Medical Partners, a California general
partnership ("Avalon"), joins in this Agreement solely for the purposes of
Section 4 hereof."
2. Except as otherwise set forth herein, references in the Stock Option
Agreement to "Stockholder" shall hereinafter be changed to "Stockholders".
Whenever the context may require, any pronouns used shall include the
corresponding masculine, feminine or neuter forms, and the singular forms of
nouns and pronouns shall include the plural, and vice versa.
3. The first paragraph of Section 2 ("Exercise Price") of the Stock
Option Agreement is hereby deleted and replaced in its entirety with the
following:
"Upon exercise of the Option, and as consideration for purchase of the
Caliper Stock, Purchaser shall deliver to Stockholders, pro rata, an
aggregate of
1
2
sixty thousand shares of Common Stock of Purchaser (the "Initial Exercise
Price"). Further, as additional consideration for the purchase of the
Caliper Stock following exercise of the Option, Purchase shall deliver to
Stockholders, pro rata, a Warrant to purchase additional shares of
Purchaser's Common Stock upon the achievement of each of the milestones set
forth below as follows:"
4. Section 4 ("Employment Following Option Exercise") of the Stock Option
Agreement is hereby deleted and replaced in its entirety with the following:
"4. EMPLOYMENT FOLLOWING OPTION EXERCISE. Upon exercise of the Option,
if applicable, ▇▇▇▇▇ will be offered employment with Purchaser on terms
substantially as outlined on Exhibit A attached hereto. In the event the
Option expires without being exercised or Purchaser notifies Stockholders
in writing that Purchaser does not intend to exercise the Option before the
end of the Option Period, Avalon will retain ▇▇▇▇▇ as a consultant pursuant
to Avalon's standard form of consulting agreement for 4-months at ▇▇▇▇▇'▇
then current rate of pay, or such shorter period if ▇▇▇▇▇ gets another job
before the end of the 4-month period, and as a consultant, ▇▇▇▇▇ will
assist Avalon with other projects as Avalon may reasonably request."
5. Exhibit C of the Stock Option Agreement is hereby deleted and replaced
in its entirety with Exhibit C attached hereto.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
7. Except as specifically modified and amended hereby, in all other
respects the Stock Option Agreement shall continue to be in full force and
effect.
2
3
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
PURCHASER: CALIPER TECHNOLOGIES CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Title: Chairman of the Board and
Acting Chief Executive Officer
-----------------------------------
STOCKHOLDERS: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
FOR PURPOSES OF SECTION 4: AVALON MEDICAL PARTNERS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
3
