EXHIBIT 10.47
VISTA MEDICAL TECHNOLOGIES, INC.
STOCK ISSUANCE AGREEMENT
THIS AGREEMENT is made as of this 3rd day of March, 1997, by and between
Vista Medical Technologies, Inc., a Delaware corporation (the "Company"), and
, a participant ("Participant") in the Company's 1997 Stock
Option/Stock Issuance Plan (the "Plan").
I. PURCHASE OF SHARES
1.1 ISSUANCE. The Company hereby issues to Participant 100 shares of
the Company's Common Stock, valued at a fair market value of $6.67 per share, in
consideration for past services rendered to the Company, pursuant to the
provisions of the Plan. The shares sold hereunder are referred to as the
"Shares."
1.2 DELIVERY OF CERTIFICATES. The certificates representing the
Shares hereunder shall be delivered to Participant upon the execution of this
agreement.
1.3 COMPLIANCE WITH LAW. Under no circumstances shall shares of the
Company's Common Stock or other assets be issued or delivered to the Participant
pursuant to the provisions of this Agreement unless and until, in the opinion of
counsel for the Company or its successors, there shall have been compliance with
all applicable requirements of the federal and state securities laws, all
applicable listing requirements of any securities exchange on which stock of the
same class is then listed, and all other requirements of law or of any
regulatory bodies having jurisdiction over such issuance and delivery.
II. GENERAL PROVISIONS
2.1 NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or
in the Plan shall confer upon the Participant any right to continue in the
Service of the Company (or any parent or subsidiary corporation of the Company
employing or retaining Participant) for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company (or
any parent or subsidiary corporation of the Company employing or retaining
Participant) or the Participant, which rights are hereby expressly reserved by
each, to terminate the Participant's Service at any time for any reason
whatsoever, with or without cause.
2.2 NOTICES. Any notice required in connection with this Agreement
shall be given in writing and shall be deemed effective upon personal delivery
or upon deposit in the United States mail, registered or certified, postage
prepaid and addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or at such other
address as such party may designate by ten (10) days advance written notice
under this paragraph 2.2 to all other parties to this Agreement.
2.3 NO WAIVER. No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.
III. MISCELLANEOUS PROVISIONS
3.1 PARTICIPANT UNDERTAKING. Participant hereby agrees to take
whatever additional action and execute whatever additional documents the Company
may in its judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on either the Participant
or the Shares pursuant to the express provisions of this Agreement.
3.2 AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the express terms and provisions
of the Plan.
3.3 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, as such laws
are applied to contracts entered into and performed in such State without resort
to that State's conflict-of-laws rules.
3.4 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Company and its successors and
assigns and the Participant and the Participant's legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, whether or
not any such person shall have become a party to this Agreement and have agreed
in writing to join herein and be bound by the terms and conditions hereof.
3.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts. Each such counterpart shall be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.
VISTA MEDICAL TECHNOLOGIES, INC.
By:
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Title:
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Address:
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PARTICIPANT
Address:
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[SIGNATURE PAGE TO STOCK ISSUANCE AGREEMENT]
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