0001104659-09-031042 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 8th, 2009 • Conceptus Inc • Surgical & medical instruments & apparatus • California

On April 30, 2008, Ulric E. Cote (the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”) entered into a Change of Control Agreement (the “Prior Agreement”), and the Company and the Employee wish to amend and restate the Prior Agreement in its entirety, effective as of this 9th day of September, 2008 (the “Effective Date”), pursuant to the terms and conditions set forth in this Amended and Restated Change of Control Agreement (the “Agreement”).

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CONCEPTUS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2009 • Conceptus Inc • Surgical & medical instruments & apparatus • California

On August 11, 2004, Mark M. Sieczarek (“Executive”) and Conceptus, Inc., a Delaware corporation (the “Company”) entered into an Employment Agreement (the “Prior Agreement”). The Company and Executive wish to amend and restate the Prior Agreement in its entirety, effective as of this 24th day of Dec, 2008, pursuant to the terms and conditions set forth in this Amended and Restated Employment Agreement (the “Agreement”). Certain capitalized terms used in this Agreement are defined in Section 7 below.

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