Exhibit 10.6
AMENDMENT
Dated as of August [__], 2000
This AMENDMENT (this "Amendment") is among KeraVision, Inc., a Delaware
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corporation (the "Company"), [_____________] (the "Employee").
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PRELIMINARY STATEMENTS:
1. The Company and the Employee have entered into a Change Of Control
Agreement, dated as of [________] (the "Agreement"; capitalized terms used and
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not otherwise defined herein have the meanings assigned to such terms in the
Agreement).
2. The Board has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have the continued
dedication and objectivity of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control.
3. The Employee has previously issued those Promissory Notes set
forth on Schedule A attached hereto (the "Promissory Notes").
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NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Agreement. Effective as of the date hereof,
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and in accordance with Section 9(b) of the Agreement, the Company and the
Employee hereby agree to the following amendment to the Agreement:
Section 2 of the Agreement is hereby revised in its entirety to read as
follows:
"Stock Options and Promissory Notes.
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(a) Hostile Takeover. Subject to Sections 5 and 6 below, in the
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event of a Hostile Takeover and regardless of whether the Employee's
employment with the company is terminated in connection with the
Hostile Takeover, each stock option granted for the Company's
securities (the "Option") held by the Employee shall become fully
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vested and immediately exercisable on the effective date of the
transaction and shall be exercisable to the extent so vested in
accordance with the provisions of the Option Agreement and Plan
pursuant to which such Option was granted.
(b) Change of Control. Subject to Sections 5 and 6 below, in the
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event of a Change of Control and regardless of whether the Employee's
employment with the Company is terminated in connection with the Change
of Control, each Option held by the Employee shall become vested on the
effective date of the transaction as to fifty percent (50%) of the
Option shares that have not otherwise vested as of such date. The
Option shares that remain unvested as of the effective date of the
transaction shall thereafter vest at the same rate (that is, the same
number of shares shall vest during each vesting period) that was in
effect prior to the Change of Control, and shall accordingly vest over
a period that is one-half of the total vesting period that would
otherwise be then remaining under the terms of the Option Agreement
pursuant to which each such Option was granted.
(c) Promissory Notes. Subject to Sections 5 and 6 below, in the
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event of a Change of Control or a Hostile Takeover and regardless of
whether Employee's employment with the Company is terminated in
connection with such Change of Control or Hostile Takeover, as the case
may be, all amounts due to the Company, including accrued interest,
pursuant to the terms and conditions of the Promissory Notes shall be
forgiven in their entirety".
SECTION 2. Reference to and Effect on Agreement. (a) Upon and after
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the effectiveness of this Amendment, each reference in the Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Agreement, and each reference in any other documents to "the Change of Control
Agreement", "thereunder", "thereof" or words of like import referring to the
Agreement, shall mean and be a reference to the Agreement as modified hereby.
(b) Except as specifically modified above, the Agreement is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
SECTION 3. Counterparts. This Agreement may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement.
SECTION 4. Severability. Any provision of this Agreement that is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.
KERAVISION, INC.,
a Delaware corporation
By: _______________________________
Name: _________________________
Title: ________________________
EMPLOYEE
By: _______________________________
Name: _________________________
Title: ________________________
SCHEDULE A
PROMISSORY NOTES
DATE OF AGGREGATE PRINCIPAL INTEREST
ISSUANCE AMOUNT RATE
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