<PAGE>
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."
<PAGE>
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
<PAGE>
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
---------------------------------
<PAGE>
SCHEDULE A
PROMISSORY NOTES
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL AMOUNT AND NUMBER OF SHARES OF COMMON
DATE OF ISSUANCE INTEREST AT JULY 31, 2000 STOCK AS SECURITY
------------------------------------------------------------------------------------------------
<S> <C> <C>
October 30, 1991 $231,984.66 212,685
April 12, 1993 110,249.99 42,193
November 7, 1993 158,916.97 60,000
April 1, 1998 62,950.32 N/A
April 1, 1998 22,406.05 N/A
September 1, 1998 318,727.15 N/A
-----------------------
Total: $905,235.14
======================
</TABLE>
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