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Executive Agreement - CONCEPTUS INC - 3-31-2003

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Executive Agreement - CONCEPTUS INC - 3-31-2003 Powered By Docstoc
					Exhibit 10.11 EXECUTIVE AGREEMENT This Executive Agreement (this "Agreement") is made and entered into effective as of November 25, 2002, by and between Steve Bacich ("Employee") and Conceptus, Inc., a Delaware corporation (the "Company"). RECITALS A. Employee has been the President and Chief Executive Officer of the Company since January 2000. B. The Company intends to hire a new Chief Executiver Officer and wishes to retain the continued services of Employee in a new capacity. C. The Company believes that it is in the best interests of the Company and its shareholders to provide Employee with certain incentives to continue his employment with the Company, and to provide him with a severance package commensurate with his contributions to the Company. AGREEMENT In consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. At-Will Employment. The Company and Employee acknowledge that Employee's employment is and shall continue to be at-will, as defined under applicable law. If Employee's employment terminates for any reason, the Employee shall not be entitled to any payments or benefits, other than as provided by this Agreement or if applicable, that certain Change of Control Agreement dated as of January 3, 2000 between the Company and Employee (the "Change of Control Agreement"), as may otherwise be available in accordance with the terms of the Company's established employee plans and written policies at the time of termination or as may be determined by the Board of Directors in its sole and absolute discretion. 2. Continuing CEO; Chief Technology Officer. (a) Employee shall continue as CEO until the earlier of February 1, 2003 or such time as a new CEO shall commence employment with the Company. Immediately thereafter, Employee shall become the Company's Chief Technology Officer ("CTO") with responsibility for the Company's business development, technology surveillance, research & development, clinical affairs and medical affairs functions, reporting to the Company's CEO. As the continuing CEO, and then as the CTO, Employee's annual base salary shall continue to be $240,000. As the Company's continuing CEO, Employee's target bonus shall be 40% of his base salary and upon Employee's assumption of the CTO function, his target bonus shall be 30% of his base salary, in each case as shall be determined based upon Company and Employee performance and in accordance with the Company's bonus policies and practices. As an incentive to Employee to assume the CTO function, 12,500 of the shares subject to that certain option granted to Employee on or about March 21,

2001 shall vest immediately upon Employee's assumption of the CTO function, with the remaining shares subject to said option vesting in accordance with their original terms such that the entire option will vest by December 31, 2003 assuming continued employment. (b) At such time as Employee is no longer the Company's President and CEO, he shall resign from the Company's Board of Directors. 3. Severance Benefits. Employee shall be entitled to receive severance benefits upon termination of employment only as set forth in this Section 3, subject to the other terms of this Agreement, including without limitation Section 5 and 10(c):

2001 shall vest immediately upon Employee's assumption of the CTO function, with the remaining shares subject to said option vesting in accordance with their original terms such that the entire option will vest by December 31, 2003 assuming continued employment. (b) At such time as Employee is no longer the Company's President and CEO, he shall resign from the Company's Board of Directors. 3. Severance Benefits. Employee shall be entitled to receive severance benefits upon termination of employment only as set forth in this Section 3, subject to the other terms of this Agreement, including without limitation Section 5 and 10(c): (a) Voluntary Termination; Termination for Cause. If Employee's employment terminates by Voluntary Termination (as defined below) or is terminated by the Company for Cause (as defined below), then Employee shall not be entitled to receive any option acceleration benefits or payment of any severance benefits. Employee will receive payment(s) for all salary and unpaid vacation accrued as of the date of Employee's termination of employment and Employee's benefits will be continued under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law. (b) Involuntary Termination. If Employee's employment is terminated as a result of an Involuntary Termination prior to the one-year anniversary of his commencement as the CTO, in addition to receiving all salary and unpaid vacation accrued as of the date of Employee's termination of employment, Employee will be entitled to receive the following benefits: (i) Employee's regular monthly base salary for 12 months (the "Severance Period")(i.e., an aggregate of $240,000) paid ratably over the Severance Period according to the Company's standard payroll schedule; (ii) a 30% target bonus paid at such time as the Company distributes annual bonuses to employees; (iii) health insurance benefits with the same coverage provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided by the Company over the Severance Period pursuant to the coverage continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Employee shall be responsible for the timely and effective election of his COBRA continuation benefits, and the Company shall pay the cost of that continued coverage for 12 months; (iv) effective immediately upon termination, Employee shall be deemed to have provided services to the Company for 2

an additional 18 months for purposes of determining vesting with respect to all option grants to the Employee then outstanding; (v) Employee shall have a period of 180 days from and after his termination date to exercise his outstanding stock options; and (vi) outplacement services up to a maximum value of $15,000. (c) Special Provision for certain Change of Control Events. If Employee's employment is terminated as a result of an Involuntary Termination prior to the one-year anniversary of his commencement as the CTO and there is a Change of Control (as defined in the Change of Control Agreement) within the 180-day period from and after the termination date, then the Severance Period referenced in Section 3(b)(i) and 3(b)(iii) above shall be 18 months. (d) Voluntary Termination during first three months as CTMO. If Employee's employment with the Company is terminated as a result of a Voluntary Termination during the first three months that he serves as CTO, in addition

an additional 18 months for purposes of determining vesting with respect to all option grants to the Employee then outstanding; (v) Employee shall have a period of 180 days from and after his termination date to exercise his outstanding stock options; and (vi) outplacement services up to a maximum value of $15,000. (c) Special Provision for certain Change of Control Events. If Employee's employment is terminated as a result of an Involuntary Termination prior to the one-year anniversary of his commencement as the CTO and there is a Change of Control (as defined in the Change of Control Agreement) within the 180-day period from and after the termination date, then the Severance Period referenced in Section 3(b)(i) and 3(b)(iii) above shall be 18 months. (d) Voluntary Termination during first three months as CTMO. If Employee's employment with the Company is terminated as a result of a Voluntary Termination during the first three months that he serves as CTO, in addition to receiving all salary and unpaid vacation accrued as of the date of Employee's termination of employment, Employee will be entitled to receive the benefits set forth in Section 3(b) above; provided, however that (1) the bonus referenced in Section 3(b)(ii) above shall be 40% rather than 30% and (2) Section 3(b)(v) regarding an extended exercise period shall not apply. For purposes of clarity, the parties agree that Section 3(c) above shall not apply to such a Voluntary Termination. As a condition of receiving the benefits under this Section 3(d), Employee shall not have spent any time during his tenure as CTO actively searching for alternative employment. 4. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings: (a) "Cause" shall mean (i) gross negligence or willful misconduct in the performance of the Employee's duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or its subsidiaries, (ii) repeated unexplained or unjustified absence from the Company, (iii) a material and willful violation of any federal or state law; (iv) commission of any act of fraud with respect to the Company; or (v) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, in each case as determined in good faith by the Board of Directors of the Company. (b) "Involuntary Termination" shall mean (i) any termination by the Company (other than for Cause) or (ii) the Employee's voluntary termination, upon 30 days prior written notice to the Company, following (A) a diminution in the Employee's duties or reporting responsibilities as CTO (and excluding the changes relating to the 3

Employee's transition from CEO to CTO), (B) any reduction in the Employee's base salary unless in connection with similar decreases of other similarly situated employees of the Company; (C) any material diminution in Employee's title (other than the change from CEO to CTO), perquisites, benefits or terms and conditions of employment; or (D) Employee's refusal to relocate to a location more than 50 miles from the Company's current location. (c) "Voluntary Termination" shall mean any voluntary resignation from the Company (other than any that qualifies as an Involuntary Termination). 5. Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement to the Employee constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, the Company shall reduce the aggregate amount of such payments and benefits such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Code.

Employee's transition from CEO to CTO), (B) any reduction in the Employee's base salary unless in connection with similar decreases of other similarly situated employees of the Company; (C) any material diminution in Employee's title (other than the change from CEO to CTO), perquisites, benefits or terms and conditions of employment; or (D) Employee's refusal to relocate to a location more than 50 miles from the Company's current location. (c) "Voluntary Termination" shall mean any voluntary resignation from the Company (other than any that qualifies as an Involuntary Termination). 5. Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement to the Employee constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, the Company shall reduce the aggregate amount of such payments and benefits such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Code. (b) The payment of severance and other benefits provided for in this Agreement shall be subject to all applicable income and employment tax rules and regulations. (c) The payment of severance and other benefits provided for in this Agreement shall be subject to the contemporaneous execution by Employee of a release of the Company and its officers, directors and stockholders substantially similar to the release set forth in Section 6 hereof and the expiration of the revocation period referenced therein. (d) If the Company changes or modifies any provisions of Section 5(a) or any term of similar import in the employment agreements or Change of Control agreements for any other employees of the Company while Employee is eligible for the severance benefits described in this Agreement or in the Change of Control Agreement, the Company shall, if the Employee so chooses, make similar changes or modifications in the terms of Section 5(a) hereof and the Employee's Change of Control Agreement. 6. Release. (a) General Release. Employee, on behalf of himself and his successors, hereby releases and forever discharges the Company, its successors and their associates, owners, stockholders, assigns, employees, agents, directors, officers, partners and representatives and all persons acting by, through, under, or in concert with them, or any of them, (collectively the "Releasees") of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (each referred to as a "Claim" and, collectively, the "Claims"), which he now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof, except as may be expressly provided herein. The Claims released hereunder include, 4

without limitation, any alleged breach of any employment agreement; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other alleged legal restrictions relating to the Employee's employment and the termination thereof; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination in Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. (b) Release of Unknown Claims. EMPLOYEE ACKNOWLEDGES THAT HE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

without limitation, any alleged breach of any employment agreement; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other alleged legal restrictions relating to the Employee's employment and the termination thereof; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination in Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. (b) Release of Unknown Claims. EMPLOYEE ACKNOWLEDGES THAT HE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (c) Release of Age Discrimination Claims. Employee agrees and expressly acknowledges that this Section 6 includes a waiver and release of all claims that Employee has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss. 621, et seq. ("ADEA"). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Agreement: (1) That this Section 6 is written in a manner calculated to be understood by Employee. (2) The waiver and release of claims under the ADEA contained in this Section 6 do not cover rights or claims that may arise after the date set forth in the preamble above. (3) This Agreement provides for consideration in addition to anything of value to which Employee is already entitled. (4) Employee is advised to consult an attorney before signing this Agreement. (5) Employee is granted 45 days after Employee is presented with this Agreement to decide whether or not to sign this Agreement. If Employee executes this Agreement prior to the expiration of such period, Employee does so voluntarily and after having had the opportunity to consult with an attorney. (6) Employee will have the right to revoke this Agreement under the ADEA within 7 days of the date set forth in the preamble above. If Employee elects to revoke this Agreement, he shall deliver within the time period 5

prescribed above to the Company a writing stating that he is revoking this Agreement. If Employee elects to revoke this Agreement as described in the foregoing sentence, this Agreement shall be null and void in its entirety. (d) Litigation Matters. Employee agrees not to aid in, assist in, or encourage the pursuit of, litigation against the Company by any other person or entity, unless compelled to do so by legal process. Should the Company request Employee to assist it or testify in any litigations, hearings, or proceedings, it will reimburse Employee for his time and expenses incurred in doing subject to the provisions of the Company's indemnification agreement with Employee. 7. Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such

prescribed above to the Company a writing stating that he is revoking this Agreement. If Employee elects to revoke this Agreement as described in the foregoing sentence, this Agreement shall be null and void in its entirety. (d) Litigation Matters. Employee agrees not to aid in, assist in, or encourage the pursuit of, litigation against the Company by any other person or entity, unless compelled to do so by legal process. Should the Company request Employee to assist it or testify in any litigations, hearings, or proceedings, it will reimburse Employee for his time and expenses incurred in doing subject to the provisions of the Company's indemnification agreement with Employee. 7. Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of the Employee's rights hereunder shall inure to the benefit of, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 8. Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to the Employee shall be addressed to the Employee at the home address which the Employee most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters. 9. Term. The terms of this Agreement shall terminate upon the earliest of (i) the 12-month anniversary of Employee's assumption of the CTMO function, (ii) the date on which Employee ceases to be employed by the Company, other than as a result of an Involuntary Termination by the Company, or (iii) the date that all obligations of the parties hereunder have been satisfied. A termination of the terms of this Agreement pursuant to the preceding sentence shall be effective for all purposes, except that such termination shall not affect the payment or provision of compensation or benefits on account of a termination of employment occurring prior to the termination of the terms of this Agreement. 10. Miscellaneous Provisions. (a) No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement (whether by seeking new employment or in any other manner), nor shall any such payment be reduced by any earnings that the Employee may receive from any other source. (b) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition 6

or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement; Conflict with Change of Control Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth or referenced in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement (together with the Change of Control Agreement) supersedes any agreement of the same title or concerning similar subject matter dated prior to the date of this Agreement, and by execution of this Agreement both parties agree that any such predecessor agreement shall be deemed null and void. Employee is eligible to receive benefits either under this Agreement or the Change of Control Agreement; in the event both agreements provide for benefits in a particular instance, the provisions of the Change of Control Agreement shall apply and this Agreement shall immediately terminate and be of no further force or effect.

or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement; Conflict with Change of Control Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth or referenced in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement (together with the Change of Control Agreement) supersedes any agreement of the same title or concerning similar subject matter dated prior to the date of this Agreement, and by execution of this Agreement both parties agree that any such predecessor agreement shall be deemed null and void. Employee is eligible to receive benefits either under this Agreement or the Change of Control Agreement; in the event both agreements provide for benefits in a particular instance, the provisions of the Change of Control Agreement shall apply and this Agreement shall immediately terminate and be of no further force or effect. (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without reference to conflict of laws provisions. (e) Severability. If any term or provision of this Agreement or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable, and a suitable and equitable term or provision shall be substituted therefor to carry out, insofar as may be valid and enforceable, the intent and purpose of the invalid or unenforceable term or provision. (f) Arbitration. Any dispute or controversy arising under or in connection with this Agreement may be settled at the option of either party by binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Punitive damages shall not be awarded. (g) Legal Fees and Expenses. The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Agreement, provided that the Company shall reimburse Employee for his reasonable legal fees and expenses up to a maximum of $5,000. (h) No Assignment of Benefits. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor's process, and any action in violation of this subsection (h) shall be void. 7

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. (j) Advice of Counsel. Employee represents and warrants that he has read this Agreement, that he has had adequate time to consider it, that he had been advised by the Company to consult with an attorney and has been given an opportunity to consult with an attorney prior to executing this Agreement, that he understands the meaning and application of this Agreement and that he has signed this Agreement knowingly, voluntarily and of his own free will with the intent of being bound by it. 8

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized representative, as of the day and year first above written.
CONCEPTUS, INC. EMPLOYEE

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. (j) Advice of Counsel. Employee represents and warrants that he has read this Agreement, that he has had adequate time to consider it, that he had been advised by the Company to consult with an attorney and has been given an opportunity to consult with an attorney prior to executing this Agreement, that he understands the meaning and application of this Agreement and that he has signed this Agreement knowingly, voluntarily and of his own free will with the intent of being bound by it. 8

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized representative, as of the day and year first above written.
CONCEPTUS, INC. EMPLOYEE

By: /s/ Kathryn Tunstall -------------------------------

/s/ Steve Bacich ----------------------------------Steve Bacich

Title: Chairman of the Board of Directors ------------------------------------

Date: November 25, 2002 ------------------

Date: November 25,2002 -----------------

Signature Page to Executive Agreement

Exhibit 10.22 LEASE ADDENDUM This Lease Addendum is entered into this 31st day of July, 1997 by and between Conceptus, Inc. ("CONCEPTUS") as Tenant, and Three Sisters Ranch Enterprises ("TSRE") as Landlord (successor to Trammel Crow NW, Inc. and Industrial Way 1 Limited Partnership). Conceptus and TSRE agree that the lease for the certain premises known as 981 Industrial Road, San Carlos, California. That six (6) building project totaling approximately, 123,280 square feet commonly known as San Carlos Business Park, San Carlos, California, is modified as follows: 1. Tenant, by this Addendum, includes 957 G, 957 H and 957 R Industrial Road, San Carlos as part of the demised premises: Tenant shall pay rent according to the existing rent schedule (starting at $1.05 per square foot per month NNN) for 2,800 +/- square feet in Units G, & H commencing September 1, 1997 and for 1,000 +/square feet in Unit R commencing November 1, 1997. The rent term shall be co-terminus with the existing lease and, in addition to the lease term, all other terms and conditions shall remain the same. 2. Landlord shall deliver 957 G, and 957 H Industrial Road, San Carlos to Tenant on or before September 1, 1997 and 957 R Industrial Road, San Carlos, to Tenant on or before November 1,1997. 3. Copies of all legal notices from Tenant shall also be copied to Landlord's attorney: Ted J. Hannig Miller, Starr & Regalia

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized representative, as of the day and year first above written.
CONCEPTUS, INC. EMPLOYEE

By: /s/ Kathryn Tunstall -------------------------------

/s/ Steve Bacich ----------------------------------Steve Bacich

Title: Chairman of the Board of Directors ------------------------------------

Date: November 25, 2002 ------------------

Date: November 25,2002 -----------------

Signature Page to Executive Agreement

Exhibit 10.22 LEASE ADDENDUM This Lease Addendum is entered into this 31st day of July, 1997 by and between Conceptus, Inc. ("CONCEPTUS") as Tenant, and Three Sisters Ranch Enterprises ("TSRE") as Landlord (successor to Trammel Crow NW, Inc. and Industrial Way 1 Limited Partnership). Conceptus and TSRE agree that the lease for the certain premises known as 981 Industrial Road, San Carlos, California. That six (6) building project totaling approximately, 123,280 square feet commonly known as San Carlos Business Park, San Carlos, California, is modified as follows: 1. Tenant, by this Addendum, includes 957 G, 957 H and 957 R Industrial Road, San Carlos as part of the demised premises: Tenant shall pay rent according to the existing rent schedule (starting at $1.05 per square foot per month NNN) for 2,800 +/- square feet in Units G, & H commencing September 1, 1997 and for 1,000 +/square feet in Unit R commencing November 1, 1997. The rent term shall be co-terminus with the existing lease and, in addition to the lease term, all other terms and conditions shall remain the same. 2. Landlord shall deliver 957 G, and 957 H Industrial Road, San Carlos to Tenant on or before September 1, 1997 and 957 R Industrial Road, San Carlos, to Tenant on or before November 1,1997. 3. Copies of all legal notices from Tenant shall also be copied to Landlord's attorney: Ted J. Hannig Miller, Starr & Regalia 1001 Marshall Street, Suite 100 Redwood City, Ca 94063 Fax: 415/482-3030 Except as modified, the Lease between Landlord and Tenant shall remain in full force and effect. CONCEPTUS, INC.
By: /s/ Stanford Fitch ----------------------------Mr. Stanford Fitch

Title: Vice President, Finance & CFO

Exhibit 10.22 LEASE ADDENDUM This Lease Addendum is entered into this 31st day of July, 1997 by and between Conceptus, Inc. ("CONCEPTUS") as Tenant, and Three Sisters Ranch Enterprises ("TSRE") as Landlord (successor to Trammel Crow NW, Inc. and Industrial Way 1 Limited Partnership). Conceptus and TSRE agree that the lease for the certain premises known as 981 Industrial Road, San Carlos, California. That six (6) building project totaling approximately, 123,280 square feet commonly known as San Carlos Business Park, San Carlos, California, is modified as follows: 1. Tenant, by this Addendum, includes 957 G, 957 H and 957 R Industrial Road, San Carlos as part of the demised premises: Tenant shall pay rent according to the existing rent schedule (starting at $1.05 per square foot per month NNN) for 2,800 +/- square feet in Units G, & H commencing September 1, 1997 and for 1,000 +/square feet in Unit R commencing November 1, 1997. The rent term shall be co-terminus with the existing lease and, in addition to the lease term, all other terms and conditions shall remain the same. 2. Landlord shall deliver 957 G, and 957 H Industrial Road, San Carlos to Tenant on or before September 1, 1997 and 957 R Industrial Road, San Carlos, to Tenant on or before November 1,1997. 3. Copies of all legal notices from Tenant shall also be copied to Landlord's attorney: Ted J. Hannig Miller, Starr & Regalia 1001 Marshall Street, Suite 100 Redwood City, Ca 94063 Fax: 415/482-3030 Except as modified, the Lease between Landlord and Tenant shall remain in full force and effect. CONCEPTUS, INC.
By: /s/ Stanford Fitch ----------------------------Mr. Stanford Fitch

Title: Vice President, Finance & CFO Date: 7/31/1997 -----------------------------

THREE SISTERS RANCH ENTERPRISES A California Partnership
By: /s/ Martin Ruberry ----------------------------Mr. Martin E. Ruberry

Title: General Manager Date: 7/31/1997 -----------------------------

Exhibit 10.23 THREE SISTERS RANCH

Exhibit 10.23 THREE SISTERS RANCH ENTERPRISES LEASE ADDENDUM & PARTIAL TERMINATION AGREEMENT
TENANT TENANT'S ADDRESS: Conceptus, Inc. 981 Industrial Road San Carlos, CA 94070 Three Sisters Ranch Enterprises P.O. Box 1444 San Carlos, CA 94070 San Carlos Business Park That six (6) building project totaling approximately 123,280 square feetcommonly known as San Carlos Business Park, San Carlos, California Tenant, by this Addendum, terminates its right of use or occupancy as to 981 B and 981 D Industrial Road, San Carlos (approximately 11,941 square feet +/-) as part of the demised Premises as of December 1,1997; Tenant shall pay the sum of $89,557.50 as a termination fee (an agreed upon sum based upon a calculation of six months' rent composed of six times the sum of $12,538.05 of monthly base rent and $2,388.20 of monthly CAM costs); Tenant shall leave the Premises in broom swept clean condition free of debris and shall return all keys to Landlord; all terms and conditions of the other existing leases between Landlord and Tenant shall remain the same except failure to make payment hereunder at time of execution shall constitute a default under all existing leases with Landlord and shall be treated as failure to pay Rent.

LANDLORD: LANDLORD'S ADDRESS:

Project: Description

LEASE TERMINATION:

THREE SISTERS RANCH ENTERPRISES "Landord" /s/ Martin E. Ruberry ------------------------------------Martin E. Ruberry General Manager

CONCEPTUS, INC.
By: /s/ Kathryn Tunstall ---------------------------------Kathryn Tunstall, President and CEO

Exhibit 10.24 THREE SISTERS RANCH

Exhibit 10.24 THREE SISTERS RANCH ENTERPRISES THIRD LEASE ADDENDUM This Third Lease Addendum is entered into effective September 17, 1998 by and between Three Sisters Ranch Enterprises, a California partnership ("Landlord") and Conceptus, Inc., a California corporation (Tenant"). This Third Lease Addendum is attached to and forms a part of the Lease identified below, together with any amendments, modifications and exhibits, including a prior Lease Addendum and a prior Lease Addendum and Partial Termination Agreement. This Third Lease Addendum constitutes additional covenants and agreements which are intended to prevail in the event of any conflict between the covenants and agreements contained in this Third Lease Addendum and those contained in the Lease itself and/or the Lease Addenda. Except for the additions, changes and removals listed herein, all other terms and conditions of the Lease will remain in full force and effect throughout the term of the Lease. Recitals A. On or about April 15, 1997, Landlord and Tenant entered into a lease ("Lease"), for the certain premises owned by Landlord, and thereafter executed a Lease Addendum and a Lease Addendum and Partial Termination Agreement. Tenant currently occupies 16,397 square feet of 957 Industrial Road, Suites D, F, G, H, J, L, P and R, San Carlos, California, 94070 (together, the "Premises"), that are all part of a building complex more commonly known as the San Carlos Business Center. B. Tenant has notified Landlord that Tenant intends to sublease the Premises, that Tenant intends to collect rent form the subtenant in an amount ("Excess Rent") in excess of the Rent due to Landlord under the Lease, and that Tenant intends to enter into a separate agreement with the subtenant for the leasing of furniture to be used in the Premises. C. Tenant has also notified Landlord that Tenant has spent the sum of $575,910 ("Tenant Costs") in tenant improvements for the Premises. TERMS AND CONDITIONS 1. During the remaining Term of the Lease, for so long as Tenant is not in material default under any of the provisions of the Lease (which default remains uncured after the expiration of all applicable cure periods), Paragraph 21B shall be amended to read as follows:

B. Bonus Rent. The rent collected by Tenant from the subtenant shall be paid to the parties: 1. The Rent due under the Lease shall be paid to Landlord. 2. That portion of Excess Rent up to and including $0.15 per square foot of the Premises shall be paid to Landlord ("Landlord's Share"). 3. That portion of the Excess Rent in excess of Landlord's Share shall first be allocated and paid to Tenant to reimburse Tenant for (a) the costs of tenant improvements paid for by Tenant, not to exceed $575,910.00 ("Tenant Costs") and (b) any reasonable brokerage commission ("Commission") incurred by Tenant in connection with obtaining a sublease. Such Tenant Costs and Commission shall be amortized over the remaining Term of the Lease, and Tenant shall be paid a monthly amount of Excess Rent in excess of Landlord's Share based on such amortization ("Tenant's Share"). 4. Any amount of Excess Rent in excess of Landlord's Share and Tenant's Share shall be divided and paid ten

B. Bonus Rent. The rent collected by Tenant from the subtenant shall be paid to the parties: 1. The Rent due under the Lease shall be paid to Landlord. 2. That portion of Excess Rent up to and including $0.15 per square foot of the Premises shall be paid to Landlord ("Landlord's Share"). 3. That portion of the Excess Rent in excess of Landlord's Share shall first be allocated and paid to Tenant to reimburse Tenant for (a) the costs of tenant improvements paid for by Tenant, not to exceed $575,910.00 ("Tenant Costs") and (b) any reasonable brokerage commission ("Commission") incurred by Tenant in connection with obtaining a sublease. Such Tenant Costs and Commission shall be amortized over the remaining Term of the Lease, and Tenant shall be paid a monthly amount of Excess Rent in excess of Landlord's Share based on such amortization ("Tenant's Share"). 4. Any amount of Excess Rent in excess of Landlord's Share and Tenant's Share shall be divided and paid ten percent (10%) to Tenant and ninety percent (90%) to Landlord. 2. In the event that Tenant is in material default under any of the terms of the Lease (which default remains uncured after the expiration of all applicable cure periods), from and after written notice from Landlord, the original Paragraph 21B, as set forth in the Lease, shall control the division of Excess Rent and shall supercede and replace the revised Paragraph 21B as set forth above in Paragraph 1 of this Third Lease Addendum. 3. The Option to Renew provided for in paragraph 43 of the Lease is hereafter null and void and neither Tenant nor the subtenant shall have any option to renew or extend the Term of this Lease. IN WITNESS HEREOF, the Parties hereto have executed this Third Lease Addendum as of the date set forth above.
Three Sisters Ranch Enterprises Landlord By: /s/ Martin Ruberry ----------------------------Martin E. Ruberry General Manager Conceptus, Inc. Tenant By: /s/ Sanford Fitch ----------------------------Sanford Fitch Sr. VP & CFO

Date: September 21, 1998

Date: September 17, 1998

Exhibit 23.1
  

Consent of PricewaterhouseCoopers LLP, Independent Accountants
  

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-97369, No. 33363070, No. 333-42656, No. 333-30111 and No. 333-04186) and the Registration Statements on Form S-3 (No. 333-90892, No. 33389266, No. 333-73550, No. 333-59368 and No. 333-42798) of Conceptus, Inc. of our reports dated February 14, 2003 relating to the consolidated balance sheets as of December 31, 2002 and 2001, the consolidated statements of operations, of stockholders’  equity and of cash flows for each of the two years in the period ended December 31, 2002 and the financial statement schedule  for each of the two years in the period ended December 31, 2002, which appear in this Annual Report on Form 10-K.
  

/s/    P RICEWATERHOUSE C OOPERS LLP
  

San Jose, California March 27, 2003
  

Exhibit 23.2
  

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
  

We consent to the incorporation by reference in the Registration Statements (Form S-8, Nos. 333-63070, 333-014186, 33330111 and 333-42656) pertaining to the 2001 Equity Incentive Plan, 1995 Director Stock Option Plan, 1995 Employee Stock Purchase Plan and 1993 Stock Plan of Conceptus, Inc. and in the Registration Statements (Form S-3, Nos. 333-59368, 333-42798 and 333-73550) of Conceptus, Inc. and in the related Prospectuses of our report dated February 1, 2001, with respect to the 2000 consolidated financial statements and schedule of Conceptus, Inc. included in this Annual Report (Form 10-K) for the year

Exhibit 23.1
  

Consent of PricewaterhouseCoopers LLP, Independent Accountants
  

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-97369, No. 33363070, No. 333-42656, No. 333-30111 and No. 333-04186) and the Registration Statements on Form S-3 (No. 333-90892, No. 33389266, No. 333-73550, No. 333-59368 and No. 333-42798) of Conceptus, Inc. of our reports dated February 14, 2003 relating to the consolidated balance sheets as of December 31, 2002 and 2001, the consolidated statements of operations, of stockholders’  equity and of cash flows for each of the two years in the period ended December 31, 2002 and the financial statement schedule  for each of the two years in the period ended December 31, 2002, which appear in this Annual Report on Form 10-K.
  

/s/    P RICEWATERHOUSE C OOPERS LLP
  

San Jose, California March 27, 2003
  

Exhibit 23.2
  

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
  

We consent to the incorporation by reference in the Registration Statements (Form S-8, Nos. 333-63070, 333-014186, 33330111 and 333-42656) pertaining to the 2001 Equity Incentive Plan, 1995 Director Stock Option Plan, 1995 Employee Stock Purchase Plan and 1993 Stock Plan of Conceptus, Inc. and in the Registration Statements (Form S-3, Nos. 333-59368, 333-42798 and 333-73550) of Conceptus, Inc. and in the related Prospectuses of our report dated February 1, 2001, with respect to the 2000 consolidated financial statements and schedule of Conceptus, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2002.
  

/ S /    E RNST & Y OUNG LLP
  

Palo Alto, California March 25, 2003


				
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