0000950123-10-032973 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
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EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT made this February 8, 2010 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Scott Kellen a resident of the State of Minnesota (the “Employee”).

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INVESTMENT AGREEMENT
Loan and Security Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

F The Corporation will grant to LLC two separate stock purchase options, each for the right to purchase up to 600,000 shares of common stock for the sum of $3.5 million at such time as the Corporation shall have achieved certain defined milestones. The shares will be purchased pursuant to a Stock Purchase Agreement in the form attached hereto as Exhibit E

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ASSIGNMENT AND LICENSE AGREEMENT
License Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

This Agreement (this “Agreement”) is made as of October 9, 2007, among Medtronic, Inc., a Minnesota corporation, or one or more of its Affiliates or assignees (“Medtronic”) and Kips Bay Medical, Inc., a Delaware corporation, or one or more of its Affiliates (“Kips Bay”).

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AGREEMENT
Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT dated February 12, 2010 (this “Agreement”) is entered into by and between Kips Bay Medical, Inc. a Delaware corporation (the “Corporation”) and Kips Bay Investments, LLC (the “LLC”).

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NONQUALIFIED STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2007 LONG-TERM INCENTIVE PLAN
Nonqualified Stock Option Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus

THIS AGREEMENT, made effective as of this ___day of , ___(the “Issue Date”) by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”).

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AGREEMENT
Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT dated February 12, 2010 (this “Agreement”) is entered into by and between Kips Bay Medical, Inc., a Delaware corporation (the “Corporation”) and Kips Bay Investments, LLC (the “LLC”).

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INCENTIVE STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2007 LONG-TERM INCENTIVE PLAN
Incentive Stock Option Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus

THIS AGREEMENT, made effective as of this ___ day of , ___ (the “Issue Date”) by and between Kips Bay Medical, Inc. , a Delaware corporation (the “Company”), and (“Participant”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

This LOAN AND SECURITY AGREEMENT is made as of this 19th day of June, 2007, by and between Kips Bay Medical, Inc., a Delaware corporation (“Debtor”) and Kips Bay Investments, LLC, a Minnesota limited liability company (“Secured Party”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT made this September 1, 2007 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Michael Winegar a resident of the State of Minnesota (the “Employee”).

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RESTRICTED STOCK AGREEMENT KIPS BAY MEDICAL, INC. 2007 LONG-TERM INCENTIVE PLAN
Restricted Stock Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus

THIS AGREEMENT is made effective as of this ___day of , ___, by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT made this July 19, 2007 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Manuel A. Villafana, a resident of the State of Minnesota (the “Employee”).

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Trademark Transfer Agreement
Trademark Transfer Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus

This Trademark Transfer Agreement (“Transfer Agreement”) is made by and between Medtronic, Inc., a Minnesota corporation with a principal place of business at 710 Medtronic Parkway, Minneapolis, MN 55432 (“Medtronic”) and Kips Bay Medical, Inc., a Delaware corporation with a principal place of business at 3405 Annapolis Lane, Minneapolis, MN 55447 (“Kips Bay”).

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LEASE AGREEMENT
Lease Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota

the number of the Premises to which said wires lead, (i) the purpose for which said wires are used and j) the name of the company operating same.

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