Vnus Medical Technologies Inc Sample Contracts

SECTION TERMS (LEASE REFERENCE)
Lease Agreement • July 23rd, 2004 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus
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Common Stock
Underwriting Agreement • October 15th, 2004 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • New York
LEASE
Lease Agreement • July 23rd, 2004 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California
RECITALS
Service & Supply Agreement • September 28th, 2004 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California
AGREEMENT AND PLAN OF MERGER AMONG COVIDIEN GROUP S.A.R.L. COVIDIEN DELAWARE CORP. AND VNUS MEDICAL TECHNOLOGIES, INC. Dated as of May 7, 2009
Merger Agreement • May 8th, 2009 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 7, 2009 is among Covidien Group S.a.r.l. (“Parent”), a Luxembourg company, Covidien Delaware Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and VNUS Medical Technologies, Inc. (the “Company”), a Delaware corporation.

COVIDIEN BRIAN E. FARLEY 280G EXCISE TAX AGREEMENT
280g Excise Tax Agreement • May 18th, 2009 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

Subject to the consummation of the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated May 7, 2009, among Covidien Group S.a.r.l. (the “Company”), Covidien Delaware Corp. and VNUS Medical Technologies, Inc. (“VNUS”), the Company and Brian E. Farley (“Executive”) agree as follows:

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • April 6th, 2007 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

This Separation Agreement and Release together with Exhibits (“Agreement”) is made by and between VNUS Medical Technologies, Inc. (the “Company”), and Scott Cramer (“Employee”).

RECITALS
Agreement Not to Sue • August 18th, 2000 • Vnus Medical Technologies Inc • California
SETTLEMENT AGREEMENT
Settlement Agreement • August 18th, 2008 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

This Settlement Agreement (the “Agreement”) is effective as of the 2d day of June 2008 (the “Effective Date”) by and between VNUS Medical Technologies, Inc., a Delaware corporation having a place of business at 5799 Fontanoso Way, San Jose, California 95138 (“VNUS”), and AngioDynamics, Inc., a Delaware corporation having a place of business at 603 Queensbury Avenue, Queensbury, New York 12804 (“AngioDynamics”) and Vascular Solutions, Inc., a Minnesota corporation having a place of business at 6464 Sycamore Court, Minneapolis, Minnesota 55369 (“VSI”) (collectively “the Parties”).

VNUS MEDICAL TECHNOLOGIES, INC. 2000 EQUITY INCENTIVE PLAN STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • August 2nd, 2005 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus

As escrow agent (the “Escrow Agent”) for both VNUS Medical Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of stock of the Company (the “Participant”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment in Blank, in accordance with the following instructions:

First Amendment to Lease Agreement
Lease Agreement • May 10th, 2006 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Lease Agreement (the “Amendment”) is made and entered into to be effective as of March 3, 2006, by and between Legacy Partners I SJ Fontanoso, LLC, a Delaware limited liability company (“Landlord”), and VNUS Medical Technologies, Inc., a Delaware corporation (“Tenant”), with reference to the following facts:

RECITALS
Indemnity Agreement • September 28th, 2004 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
VNUS MEDICAL TECHNOLOGIES, INC.
Stock Option Agreement • March 31st, 2005 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.

Job Title: Vice President of Clinical Research & Chief Medical Officer Starting Date: Friday, October 31, 2008, or an earlier mutually agreed date. Salary: $225,000, payable in accordance with the company’s standard payroll policies (currently the...
Employment Agreement • March 16th, 2009 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus

This offer is contingent upon your executing VNUS’ Proprietary Information and Inventions Agreement for new employees, signing the Arbitration Agreement, and providing the company with the legally required proof of your identity and authorization to work in the United States within 72 hours of your first day of employment. VNUS is an at-will employer. Employment-at-will may be terminated with or without cause, and with or without notice at any time, by the employee or the company.

VNUS MEDICAL TECHNOLOGIES, INC. AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • October 11th, 2005 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware

VNUS Medical Technologies, Inc. (the “Company”), pursuant to the VNUS Medical Technologies, Inc. Amended and Restated 2000 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

AMENDMENT #2 TO DISTRIBUTOR AGREEMENT
Distributor Agreement • May 10th, 2006 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus

This AMENDMENT is made and entered into this 9th day of March, 2006, by and between Medtronic, Inc. (“Medtronic”) and VNUS Medical Technologies, Inc. (“VNUS”).

Fontanoso Lease Agreement Basic Lease Information
Lease Agreement • March 14th, 2006 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

Term: The commencement date of the Lease (“Commencement Date”) shall occur on the earlier to occur of (i) the date Tenant first occupies the Premises or (ii) the date the Tenant Improvements (defined in Exhibit B) are Substantially Complete (defined in Exhibit B) and the expiration date of the Lease (“Expiration Date”) shall occur on the date ninety-six (96) months following the Commencement Date. The Commencement Date is anticipated to occur on March 1, 2006 (“Anticipated Commencement Date”).

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ADDENDUM
Distributor Agreement • March 14th, 2006 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus

This ADDENDUM is made and entered into this 24th day of January, 2006, and amends the Distributor Agreement (“Agreement”) entered into by and between Medtronic, Inc. (“Medtronic”) and VNUS Medical Technologies, Inc. (“VNUS”) effective January 24, 2006.

VNUS MEDICAL TECHNOLOGIES, INC.
Stock Option Agreement • March 30th, 2007 • Vnus Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.

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