0000950137-06-002418 Sample Contracts

AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between DONALD M. EARHART, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (this “Agreement”) is made as of this ___, 200___, by and between I-Flow Corporation, a Delaware corporation (the “Company”) and ___ (“Indemnitee”).

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AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between JAMES J. DAL PORTO, an individual (“Dal Porto”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

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AMENDMENT #2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between DONALD M. EARHART, an individual (“Employee”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

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AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between JAMES R. TALEVICH, an individual (“Employee”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

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FORM OF RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • California

This agreement (this “Agreement”) is made as of ____, 200__by and between I-Flow Corporation (the “Company”) and the undersigned employee of the Company.

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