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Exhibit 10.1
May 15, 2000
Name
Address
Dear Mr./Ms.,
Your Change in Control Agreement dated __________ related to the provisions
that address Limitation on Payment and Benefits, Article III, 1.c. This section
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will be replaced in its entirety with the following paragraphs:
Limitation on Change in Control Payments. Notwithstanding anything in this
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Agreement to the contrary, if any of the payments or benefits to be made or
provided in connection with this Agreement, together with any other
payments, benefits or awards which you have the right to receive from the
company, or any corporation which is a member of an "affiliated group" (as
defined in section 1504(a) of the Code without any regard to section
1504(b) of the Code) of which the Company is a member ("Affiliate"),
constitute an "excess parachute payment" (as defined in Section 280G(b) of
the Code), two calculations will be performed. In the first calculation,
the payments, benefits or awards to be received solely pursuant to this
Agreement (and excluding any benefits to be received from the existing
Stock Option and Incentive Plan) will be reduced by the amount the Company
deems necessary so that none of the payments or benefits under the
Agreement (including those from the existing Stock Option and Incentive
Plan) are excess parachute payments. In the second calculation, the
payments will not be reduced so as to eliminate an excess parachute
payment, but will be reduced by the amount of the applicable excise tax
that the officer will pay related to all change in control benefits
received as imposed by section 4999 of the Code. The two calculations will
be compared and the calculation providing the largest net payment to the
employee will be utilized to determine the change in control payments made
to the officer. The calculations must be made in good faith by legal
counsel or a certified public accountant selected by the Company, and such
determination will be conclusive and binding upon you and the Company.
If a reduction in payments or benefits is required by the comparison above,
the payments or benefits under the Agreement shall be reduced in the order
that minimizes the amount of total reduction in payments and benefits under
the Agreement as a result of this provision.
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(Name), if you are in accord with this change to your agreement, please sign and
return the enclosed copy of this letter which will then constitute our agreement
on this subject.
Sincerely,
BIO-VASCULAR, INC.
By:___________________________
Title:________________________
Agreed to:
By:___________________________
