Amendment to Change of Control Agreement between KeraVision, Inc. and Thomas M. Loarie

Summary

This amendment updates the Change of Control Agreement between KeraVision, Inc. and Thomas M. Loarie. It provides that, in the event of a change of control, all of Loarie's stock options will become fully vested and immediately exercisable, and all amounts owed by Loarie to the company under certain promissory notes will be forgiven, regardless of whether his employment is terminated. The amendment clarifies that all other terms of the original agreement remain in effect.

EX-10.3 4 0004.txt FORM OF AMENDMENT TO CHANGE OF CONTROL AGREEMENT Exhibit 10.3 AMENDMENT Dated as of August 15, 2000 This AMENDMENT (this "Amendment") is among KeraVision, Inc., a Delaware corporation (the "Company"), and Thomas M. Loarie (the "Employee"). PRELIMINARY STATEMENTS: 1. The Company and the Employee have entered into a Change Of Control Agreement, dated as of May 6, 1997 (the "Agreement"; capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Agreement). 2. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control. 3. The Employee has previously issued those Promissory Notes set forth on Schedule A attached hereto (the "Promissory Notes"). NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendment to Agreement. Effective as of the date hereof, and in accordance with Section 9(b) of the Agreement, the Company and the Employee hereby agree to the following amendment to the Agreement: Section 2 of the Agreement is hereby revised in its entirety to read as follows: "Stock Options and Promissory Notes. (a) Stock Options. Subject to Sections 5 and 6 below, in the event of a Change of Control and regardless of whether the Employee's employment with the Company is terminated in connection with the Change of Control, each stock option granted for the Company's securities (the "Options") held by the Employee shall become fully vested and immediately exercisable on the effective date of the transaction and shall be exercisable to the extent so vested in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted. (b) Promissory Notes. Subject to Sections 5 and 6 below, in the event of a Change of Control and regardless of whether Employee's employment with the Company is terminated in connection with such Change of Control, all amounts due to the Company, including accrued interest, pursuant to the terms and conditions of the Promissory Notes shall be forgiven in their entirety." SECTION 2. Reference to and Effect on Agreement. (a) Upon and after the effectiveness of this Amendment, each reference in the Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Agreement, and each reference in any other documents to "the Change of Control Agreement", "thereunder", "thereof" or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as modified hereby. (b) Except as specifically modified above, the Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. SECTION 3. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 4. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [Signature Page Follows] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above. KERAVISION, INC., a Delaware corporation By: /s/ Mark Fischer-Colbrie ---------------------------------------- Name: Mark Fischer-Colbrie ---------------------------------- Title: VP Finance and CFO ---------------------------------- EMPLOYEE By: /s/ Thomas M. Loarie -------------------------------------- Name: Thomas M. Loarie --------------------------------- Title: Chairman and CEO --------------------------------- SCHEDULE A PROMISSORY NOTES