CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • September 4th, 2008 • TherOx, Inc.
This Change of Control and Severance Agreement (the “Agreement”) is entered into between TherOx, Inc., a Delaware corporation (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise), and Shelley B. Thunen (“Executive”) effective as of the 28th day of August, 2008 (“Effective Date”).
THEROX, INC. RESTRICTED STOCK PURCHASE AGREEMENT UNDER THE COMPANY’SRestricted Stock Purchase Agreement • September 4th, 2008 • TherOx, Inc. • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of , 20 by and between (hereinafter referred to as “Purchaser”), and TherOx, Inc., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2008 Stock Incentive Plan, as amended (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
THEROX, INC. STOCK OPTION AGREEMENTStock Option Agreement • September 4th, 2008 • TherOx, Inc. • Delaware
This Stock Option Agreement (the “Agreement”) is entered into as of , 20 , by and between Therox, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2008 Stock Incentive Plan, as amended (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
THEROX, INC. STOCK OPTION AGREEMENT Type of Option (check one): ¨ Incentive ¨ NonqualifiedStock Option Agreement • September 4th, 2008 • TherOx, Inc. • California
This Stock Option Agreement (the “Agreement”) is entered into as of ________, 200__, by and between THEROX, INC., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2002 Stock Incentive Plan, as amended (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
THEROX, INC. STOCK OPTION AGREEMENT Type of Option (check one): ¨ Incentive ¨ NonqualifiedStock Option Agreement • September 4th, 2008 • TherOx, Inc. • California
This Stock Option Agreement (the “Agreement”) is entered into as of , 200 (the “Effective Date”), by and between THEROX, INC., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
THEROX INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 4th, 2008 • TherOx, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the th day of , 20 , by and between TherOx Inc., a Delaware corporation (the “Company”) and the Indemnitee identified on the signature page hereto (the “Indemnitee”).
THEROX, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 4th, 2008 • TherOx, Inc. • California
This Restricted Stock Purchase Agreement (the “Agreement”) is entered into as of , 200 by and between (hereinafter referred to as “Purchaser”), and THEROX, INC., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
THEROX, INC. STOCK APPRECIATION RIGHTS AWARD AGREEMENT UNDER THE COMPANY’SAppreciation Rights Award Agreement • September 4th, 2008 • TherOx, Inc. • California
THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”) is entered into as of , 20 (the “Grant Date”), by TherOx, Inc., a Delaware corporation (the “Company”), and (the “Holder”) pursuant to the Company’s 2008 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
TRANSITION AND PRODUCTION AGREEMENTTransition and Production Agreement • September 4th, 2008 • TherOx, Inc. • New York
THIS TRANSITION AND PRODUCTION AGREEMENT (the “Agreement”), effective as of November 14, 2006, (the “Effective Date”), by and between TherOx, Inc. a Delaware corporation, having a principal place of business at 2400 Michelson Drive, Irvine, CA 92612 (“TherOx”) and KMC Systems, Inc., a Delaware corporation, having a principal place of business at 220 Daniel Webster Highway, Merrimack, NH 03054 (“KMC”).
THEROX, INCORPORATED INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 4th, 2008 • TherOx, Inc.
This Incentive Stock Option Agreement (the “Agreement”) is entered into as of by and between THEROX, INCORPORATED, a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 1995 Stock Incentive Plan (the “Plan”).
THEROX, INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 4th, 2008 • TherOx, Inc.
This Nonqualified Stock Option Agreement (the “Agreement”) is entered into as of , by and between THEROX, INCORPORATED, a Delaware corporation (the “Company”), and , (the “Optionee”) pursuant to the Company’s 1995 Stock Incentive Plan (the “Plan”).
LEASE CALWEST INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability company, Landlord, and THEROX, INC., a Delaware corporation TenantTherOx, Inc. • September 4th, 2008
AGREEMENT PREAMBLEAgreement • September 4th, 2008 • TherOx, Inc. • Michigan
This Agreement entered into this 7th day of August, 1995, by and between Wayne State University, an institution of higher education located in Detroit, Michigan, hereinafter referred to as “WSU,” and TherO 2x, Inc., a corporation organized and existing under the laws of the State of Delaware and having a place of business at 2025 Newport Blvd., Costa Mesa, California, 92627 hereinafter referred to as “THEROX”.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AND VOTING AGREEMENT THEROX, INC. JANUARY 29, 2008Rights and Voting Agreement • September 4th, 2008 • TherOx, Inc. • Delaware
This Third Amended and Restated Investors’ Rights and Voting Agreement (this “Agreement”) is made this 29th day of January, 2008, by and among TherOx, Inc., a Delaware corporation, and the persons identified on Schedule I hereto (the “Investors”), and amends and restates that certain Second Amended and Restated Investors’ Rights Agreement dated July 2, 2005 (the “Existing Agreement”).
THEROX, INCORPORATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 4th, 2008 • TherOx, Inc.
This Stock Purchase Agreement (the “Agreement”) is entered into as of , , by and between TherOx, Incorporated, a Delaware corporation (the “Company”), and (the “Purchaser”) pursuant to the Company’s 1995 Stock Incentive Plan (the “Plan”).
