EXHIBIT 99.7
ADDENDUM TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement (the "Issuance
Agreement") by and between Collateral Therapeutics, Inc. (the "Corporation") and
____________ ("Participant") evidencing the stock issuance made on this date to
Participant under the terms of the Corporation's 1998 Stock Incentive Plan, and
such provisions shall be effective immediately on such issue date. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to such terms in the Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CHANGE IN CONTROL
1. To the extent the Repurchase Right is assigned to the
successor corporation (or parent thereof) in a Change in Control or is otherwise
continued in full force and effect pursuant to the terms of the Change in
Control transaction, no accelerated vesting of the Purchased Shares shall occur
upon such Change of Control, and the Repurchase Right shall continue to remain
in full force and effect in accordance with the provisions of the Issuance
Agreement. The Participant shall, over Participant's period of Service following
the Change in Control, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.
2. Immediately upon an Involuntary Termination of
Participant's Service within eighteen (18) months following the Change in
Control, the Repurchase Right shall terminate automatically, and all the
Purchased Shares shall vest in full at that time.
3. For purposes of this Addendum, the following definitions
shall be in effect:
An INVOLUNTARY TERMINATION shall mean the termination
of Participant's Service by reason of:
(i) Participant's involuntary dismissal or discharge
by the Corporation for reasons other than Misconduct, or
(ii) Participant's voluntary resignation following
(A) a change in Participant's position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces Participant's duties
and responsibilities or the level of management to which Participant reports,
(B) a reduction in Participant's level of compensation (including base salary,
fringe benefits and target bonus under any corporate performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation of
Participant's place of employment by more than fifty (50) miles, provided and
only if such change, reduction or relocation is effected by the Corporation
without Participant's consent.
MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by the
Participant of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by the
Participant adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner. The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
(or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of the Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary). IN WITNESS WHEREOF, Collateral Therapeutics, Inc.
has caused this Addendum to be executed by its duly-authorized officer as of the
Effective Date specified below.
COLLATERAL THERAPEUTICS, INC.
By: ______________________________
Title: ___________________________
EFFECTIVE DATE: __________________, _____
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