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Exhibit 10.17
MINIMED INC.
AMENDMENT TO OPTION AGREEMENT
This Amendment amends the Stock Option Agreement dated ________________
(the "Agreement") entered into by MiniMed Inc., a Delaware corporation (the
"Company"), and _______________ as Optionee pursuant to which the Company
assumed the obligations under an option previously granted to Optionee by
MiniMed Technologies Limited, a California Limited Partnership and predecessor
of the Company, pursuant to the Amended and Restated 1992 Stock Option Plan of
MiniMed Technologies Limited (the "1992 Plan").
1. Section 9(a) of the Agreement is hereby amended to read in full as
follows:
"(a) Neither the Option nor any interest therein may be sold,
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred
in any manner other than (i) by will or the laws of descent and
distribution, (ii) by gift to a family member, (iii) by a domestic
relations order to a family member in settlement of marital property
rights, (iv) by transfer to an entity in which more than fifty present of
the voting interests are owned by family members (or the Optionee) in
exchange for an interest in that entity or (v) by the transfer to a trust
for the sole benefit of the Optionee or any of the foregoing. "Family
member" means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including adoptive relationships, any person sharing the
Optionee's household (other than a tenant or employee), a trust in which
these persons (or the Optionee) have more than fifty percent of the
beneficial interest, a foundation in which these persons (or the Optionee)
control the management of assets, and any other entity in which these
persons (or the Optionee) own more than fifty percent of the voting
interests. Except as set forth in (iii), (iv) and (v) above, the Option
cannot be transferred for value. In the event of a transfer permitted by
this Section 9(a) the transferee shall have all of the rights and
obligations of the Optionee under this Award, but all references in Section
4 to the termination of the Option upon the termination of Optionee's
employment, retirement, death or permanent disability shall be deemed to
refer to those events as they affect Optionee and not to such events with
respect to the transferee and Optionee shall continue to be responsible to
the Company for any federal, state or local taxes imposed as a result of
the exercise of the Option. In the event of such transfer, the transferee
and the Optionee shall give written notice thereof to the Company, which
notice shall include the name, address and social security number of the
transferee"
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2. The second sentence of Section 3 of the Award is amended to read in full
as follows:
"The Option shall be exercisable as to all or a portion of the Shares
for which it has become exercisable and, unless the Option is transferred
as permitted by Section 9, the Option shall be exercisable only by Optionee
or by his or her guardian or legal representative during Optionee's
lifetime and, after Optionee's death, only by the person or entity entitled
to do so under Optionee's last will and testament or applicable intestate
law. If the Option is transferred as permitted by Section 9, the Option
shall be exercisable by the transferee or, in the event of the transferee's
death, by the person or entity entitled to do so under the transferee's
last will and testament or applicable intestate law."
3. Section 10 of the Agreement provides that the Option is subject to all
of the terms and provisions of the 1992 Plan. Notwithstanding Section 10, any
inconsistency between this Amendment and the 1992 Plan, including without
limitation Section 9 thereof, shall be resolved in favor of this Amendment.
4. Except as amended by this Amendment, the Award shall remain in full
force and effect.
Dated: MINIMED INC.
By:
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