Prepared by R.R. Donnelley Financial -- Form S-1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BuXIRPU+NL9SjYo4K6em6QtxwrtlZ07EOpNs160F3D1tGaokvbLRdvTBNgMkWkUW mJQC+BrMQI4x1gLqLrrIrQ== 0000898430-02-002259.txt : 20020607 0000898430-02-002259.hdr.sgml : 20020607 20020603214208 ACCESSION NUMBER: 0000898430-02-002259 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 20020604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0001026448 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-89724 FILM NUMBER: 02669423 BUSINESS ADDRESS: STREET 1: 100 W EVELYN AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 6506238800 MAIL ADDRESS: STREET 1: 100 W EVELYN AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 S-1 1 ds1.htm FORM S-1 Prepared by R.R. Donnelley Financial -- Form S-1

As filed with the Securities and Exchange Commission on June 4, 2002

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IMPAC MEDICAL SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

7372

(Primary Standard Industrial

Classification Code Number)

94-3109238

(I.R.S. Employer

Identification Number)

100 West Evelyn Avenue, Mountain View, California 94041

(650) 623-8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joseph K. Jachinowski

President and Chief Executive Officer

IMPAC Medical Systems, Inc.

100 West Evelyn Avenue

Mountain View, California 94041

(650) 623-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Alan Talkington

Brett E. Cooper

John M. Beer

Orrick, Herrington & Sutcliffe LLP

400 Sansome Street

San Francisco, California 94111-3143

(415) 392-1122

Jeffrey D. Saper

Jack Helfand

Craig N. Lang

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)

Common Stock, $0.001 par value per share	$	50,600,000	$	4,656

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 4, 2002

PROSPECTUS

IMPAC Medical Systems, Inc.

Shares

Common Stock

We are selling shares of our common stock. Certain selling stockholders have granted the underwriters a 30-day option to purchase up to an additional shares to cover over-allotments, if any. We will not receive any of the proceeds from the sale of the shares by the selling stockholders.

This is an initial public offering of our common stock. We currently expect the initial public offering price to be between $ and $ per share. We have applied for approval for quotation of our common stock on the Nasdaq National Market under the symbol “IMPC.”

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 7.

	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to IMPAC	$	$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thomas Weisel Partners LLC

SG Cowen

U.S. Bancorp Piper Jaffray

The date of this prospectus is , 2002

TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		7
Information Regarding Forward-Looking Statements		18
Use of Proceeds		19
Dividend Policy		19
Capitalization		20
Dilution		21
Selected Consolidated Financial Data		22
Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Business		38
Management		50
Certain Transactions		57
Principal and Selling Stockholders		58
Description of Capital Stock		60
Shares Eligible for Future Sale		63
Underwriting		65
Legal Matters		68
Experts		68
Where You Can Find More Information		68
Index to Consolidated Financial Statements		F-1

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information and consolidated financials and the related notes appearing elsewhere in this prospectus. This prospectus contains forward-looking statements that involve risks and uncertainties. We urge you to read the entire prospectus carefully, especially the risks of investing in our stock discussed under the heading “Risk Factors” and elsewhere in this prospectus.

IMPAC Medical Systems

We are a leading provider of information technology systems for cancer care. Our products provide integrated clinical and administrative solutions to manage the complexities of cancer care, from detection and diagnosis through treatment and follow-up. Cancer centers require specialized information technology to administer complex treatments, to integrate advanced medical devices, to provide data aggregation and to meet reporting requirements. In addition to satisfying these needs, our systems improve the delivery of cancer care by enhancing patient safety, enabling advanced therapies, streamlining process management and facilitating communications.

We sell our systems to university teaching hospitals, community and government hospitals, freestanding cancer centers and private practices. Our modular design provides cancer centers the flexibility to fulfill their initial information technology, or IT, needs and easily expand their systems over time. We install our systems in facilities that range from small departments with less than five users to national delivery networks with hundreds of users. Our products are installed in more than 1,500 facilities in 52 countries, and our customers include 32 of the top 50 U.S. cancer hospitals, as ranked by U.S. News & World Report in July 2001.

Our business has grown steadily since our inception in 1990. Our net sales increased from $10.2 million for our fiscal year ended September 30, 1997 to $33.9 million for our fiscal year ended September 30, 2001, a compound annual growth rate of 35.1%. Most recently, our net sales increased from $14.9 million for the six months ended March 31, 2001 to $20.4 million for the six months ended March 31, 2002, an increase of 37.4%.

Recent Developments

On May 31, 2002, we executed a five-year agreement to be the exclusive provider of radiation oncology IT systems and to provide administrative and electronic medical record systems to US Oncology's comprehensive cancer centers. US Oncology is the largest provider of oncology services in the United States and, as of March 2002, had 868 network physicians delivering care to patients in over 450 locations, including 77 comprehensive cancer centers and 12 Positron Emission Topography (PET) installations, across 27 states. The systems will be hosted at our application service provider, or ASP, data center and deployed over the next two years beginning in July 2002. We will also supply and support the complete computer and local and wide-area networking and, in partnership with AT&T, will address all of the wide-area telecommunications requirements. Our systems are currently installed in 24 US Oncology facilities, which are expected to be converted to the ASP model.

Industry Overview

Cancer is the second leading cause of death in the United States after heart disease. The Centers for Medicare and Medicaid Services estimates that $757 billion was spent in the United States for physician, clinical and hospital services in 2001, and the National Institutes of Health estimates that $56 billion was spent on cancer care during the same period. The treatment of cancer requires the precise coordination of many different healthcare practitioners who employ complex treatment methodologies, some of which can be extremely harmful or even fatal to the patient if administered improperly. These treatments are often administered in multiple settings and over an extended period of time. Additionally, these processes have intensive information management and billing requirements.

Many healthcare IT systems provide basic administrative and clinical functions, but do not satisfy the specialized requirements of cancer care.

Our Solution

Our IT solution provides the following benefits:

•

Oncology IT Systems. Our specialized oncology IT systems have the functionality required to address the complexities of cancer care.

•

Device Integration. Our systems connect directly to medical devices, allowing us to support the electronic transfer of information from a variety of devices, thereby streamlining the planning, scheduling and delivery of advanced cancer treatments, such as Intensity Modulated Radiotherapy, or IMRT.

•

Administrative Integration. Our oncology IT solutions include a fully integrated practice management system that automates time-intensive administrative tasks and is a data repository that substantiates both clinical and business actions.

•

Data Aggregation and Reporting. We provide a full line of data aggregation and reporting tools that allow management of data for large population bases, compliance with regulatory reporting requirements and analysis of treatment outcomes.

•

Adaptable Design. We design our systems to be flexible and comprehensive. We believe, therefore, they are adaptable to other chronic disease specialties requiring long-term episodic care as well as the needs of a general provider practice.

Our Strategy

The key elements of our strategy are:

•

Expand Our Oncology IT Solution. We will continue to enhance and expand our product offerings to meet the evolving demands and complexity of oncology.

•

Expand Sales to Our Existing Customers. We will continue to market new and enhanced products to our existing customer base.

•

Expand Our Customer Base within Oncology. We will focus on the large portion of the cancer care market that has yet to make an investment in a specialized oncology IT solution.

•

Expand Our Worldwide Sales. We will expand internationally where we believe our systems are particularly applicable to international cancer centers, which typically provide centralized, comprehensive care.

•

Expand into New Markets. We will expand the marketing and sales of our products into other chronic disease specialties related to cancer, such as urology. We also plan to expand into other chronic disease specialties where there is demand for IT systems that address technical complexity and integration.

Corporate Information

We were incorporated in California as IMPAC Medical Systems, Inc. in January 1990. Prior to the closing of this offering, we intend to reincorporate as a Delaware corporation. Our principal executive offices are located at 100 West Evelyn Avenue, Mountain View, California 94041, and our telephone number is (650) 623-8800. Our corporate website is www.impac.com. Information contained on our website does not constitute part of this prospectus. References in the prospectus to “we,” “our,” “us” and “IMPAC” refer to IMPAC Medical Systems, Inc. and our subsidiaries on a consolidated basis unless the context means otherwise.

IMPAC Medical Systems, Inc., IMPAC, the IMPAC logo and our product names are trademarks of IMPAC. All other brand names or trademarks appearing in this prospectus are the property of their respective holders.

The Offering

Common stock offered by IMPAC		shares

Common stock to be outstanding after this offering		shares

Common stock to be offered by the selling stockholders in the over-allotment option		shares

Use of proceeds		We intend to use the net proceeds from the offering for working capital and to expand our business generally. We will not receive any proceeds from the sale of common stock offered by the selling stockholders.

Proposed Nasdaq National Market symbol		IMPC

Unless otherwise noted, the information in this prospectus, including the information above:

•

reflects a -for- stock split of our common stock, which will occur before the closing of this offering;

•

assumes our reincorporation from California to Delaware, which will occur before the closing of this offering;

•

assumes 6,027,533 shares of common stock and 1,238,390 shares of redeemable convertible preferred stock outstanding at March 31, 2002;

•

assumes the conversion of all outstanding shares of our redeemable convertible preferred stock into 1,238,390 shares of our common stock upon the closing of this offering;

•

excludes 17,419 shares of common stock issued upon option exercises since March 31, 2002;

•

excludes 865,948 shares of common stock subject to outstanding options at March 31, 2002 issued at a weighted-average exercise price of $4.18 per share;

•

excludes 215,000 shares of common stock subject to options granted after March 31, 2002 at a weighted-average exercise price of $12.72 per share;

•

excludes an aggregate of 3,307,660 shares of common stock reserved for future issuance under our stock option plans and our 2002 employee stock purchase plan as of May 31, 2002; and

•

assumes no exercise of the underwriters’ over-allotment option granted by the selling stockholders.

Summary Consolidated Financial Information

(in thousands, except per share data)

The table below sets forth summary consolidated financial information for the periods indicated. This data has been derived from our audited consolidated financial statements for the years ended September 30, 1999, 2000 and 2001 and from our unaudited consolidated financial statements for the six months ended March 31, 2001 and 2002 and as of March 31, 2002 included elsewhere in this prospectus. The statements of operations data for the years ended September 30, 1997 and 1998 were derived from our audited consolidated financial statements that do not appear in this prospectus. It is important that you read this information together with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes to them included elsewhere in this prospectus.

	Year Ended September 30,												Six Months Ended March 31,
	1997		1998		1999		2000			2001			2001			2002
Consolidated Statement of Operations Data:
Sales:
Software license and other, net	$	7,396	$	12,417	$	15,092	$	20,011		$	23,566		$	10,004		$	13,765
Maintenance and services		2,765		3,917		5,566		7,663			10,291			4,868			6,671

Total net sales		10,161		16,334		20,658		27,674			33,857			14,872			20,436

Gross profit		7,557		12,304		15,087		20,129			24,226			10,346			14,903

Operating income		671		1,433		4,670		5,251			4,190			1,074			3,084
Income before provision for income taxes		978		1,697		5,034		5,068			4,702			1,348			3,274
Net income		590		1,103		3,071		3,075			3,017			865			2,063
Accretion of redeemable convertible preferred stock(1)		—		—		—		(508	)		(1,431	)		(797	)		(4,982	)

Net income (loss) available to common stockholders	$	590	$	1,103	$	3,071	$	2,567		$	1,586		$	68		$	(2,919	)

Net income (loss) per common share:
Basic	$	0.10	$	0.19	$	0.53	$	0.43		$	0.26		$	0.01		$	(0.48	)

Diluted	$	0.08	$	0.15	$	0.43	$	0.40		$	0.25		$	0.01		$	(0.48	)

Weighted-average shares used in computing net income (loss) per common share:
Basic		5,730		5,803		5,837		5,907			6,017			6,015			6,026

Diluted		7,184		7,240		7,219		6,387			6,457			6,515			6,026

Pro forma net income per common share (unaudited)(2):
Basic										$	0.42					$	0.28

Diluted										$	0.39					$	0.27

Weighted-average shares used in computing pro forma net income per common share (unaudited)(2):
Basic											7,255						7,264

Diluted											7,695						7,603

	March 31, 2002
	Actual		Pro Forma As Adjusted(3)
Consolidated Balance Sheet Data:
Cash, cash equivalents and available-for-sale securities	$	20,225	$
Working capital		9,155
Total assets		36,691
Capital lease obligations, less current portion		148
Redeemable convertible preferred stock		10,921
Total stockholders’ equity		7,405

(1)

After September 27, 2002, the holders of a majority of our redeemable convertible preferred stock can require us to redeem the preferred shares by paying in cash an amount equal to the greater of $3.23 per share or the fair market value plus all declared or accumulated but unpaid dividends within thirty days. These shares will automatically convert to common stock upon the closing of this offering. We have been accreting charges that reflect the increase in market value of the redeemable convertible preferred stock as an adjustment to net income. After this offering, no further accretion will be required. The redemption value of the redeemable convertible preferred stock was $7.4 million at September 30, 2001 and $13.6 million at March 31, 2002. These amounts will be reallocated on our balance sheet from redeemable convertible preferred stock to additional paid-in capital, less the stated par value. See Note 5 of the notes to our consolidated financial statements for a more detailed explanation.

(2)

See Note 7 of the notes to consolidated financial statements for a detailed explanation of the determination of the number of shares used to compute pro forma basic and diluted net income per common share.

(3)

In the “Pro Forma As Adjusted” column, we have adjusted the balance sheet data as of March 31, 2002, to reflect the conversion of redeemable convertible preferred stock into common stock upon the closing of this offering and to give effect to our receipt of the estimated net proceeds $ million from the sale of shares of our common stock by us under this prospectus at an assumed initial public offering price of $ per share after deducting the underwriting discounts and commissions and estimated offering costs payable by us. See “Use of Proceeds” and “Capitalization.”

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that event, the trading price of our shares could decline, and you may lose part or all of your investment.

Risks Relating to Our Business

Our operating results may fluctuate significantly and may cause our stock price to decline.

We have experienced significant variations in revenues and operating results from quarter to quarter. Our quarterly operating results may continue to fluctuate due to a number of factors, including:

•

the timing, size and complexity of our product sales and implementations, in each case exacerbated by the lengthy sales and implementation cycles and unpredictable buying patterns of our customers;

•

overall demand for healthcare information technology, particularly in the oncology market;

•

seasonality of our quarterly operating results, which may be impacted by the degree to which our customers have allocated and spent their yearly budgets and slower systems implementation during the holiday seasons;

•

market acceptance of services, products and product enhancements by us and our competitors;

•

product and price competition;

•

changes in our operating expenses;

•

the timing and size of future acquisitions;

•

personnel changes; and

•

the financial condition of our current and potential customers.

Because a significant percentage of our expenses will be relatively fixed, changes in the timing of sales and implementations could cause significant variations in operating results from quarter to quarter. We believe that period to period comparisons of our historical results of operations are not necessarily meaningful. You should not rely on these comparisons as indicators of our future performance.

Given the length of our sales and implementation cycles, if customers delay the purchase or implementation of our products, our future operating results would suffer.

We experience long sales and implementation cycles. How and when to implement, replace, expand or substantially modify an information system, or modify or add business processes, are major decisions for healthcare organizations. Furthermore, the solutions we provide typically require significant capital expenditures by the customer. The sales cycle for our systems ranges from six to 24 months or more from initial contact to contract execution. Our implementation cycle generally ranges from three to nine months from contract execution to completion of implementation. During the sales cycle and the implementation cycle, we will expend substantial time, effort and financial resources preparing contract proposals, negotiating the contract and implementing our systems. We may not realize any revenues to offset these expenditures, and, if we do, delays in implementation may not allow us to recognize the revenues during corresponding periods, which could harm our operating results.

The majority of our sales have been into the radiation oncology market. If we are unable to expand outside the radiation oncology market or expand into international markets, our ability to grow will be limited.

Sales of our products into the radiation oncology market in the United States, including maintenance and services, represented approximately 83.5% of our net sales in the six months ended March 31, 2002 and 83.0% in the fiscal year ended September 30, 2001. Many of the largest radiation oncology facilities and practices in the United States have previously purchased our systems. To sustain our growth, we must expand our radiation oncology sales outside the United States and increase our sales outside of the radiation oncology market. We have expanded our product offerings domestically to address medical oncology, hospital and central registry data aggregation and reporting, and recently, laboratory information systems and urology. However, we may not be successful selling our products in international radiation oncology markets, or marketing our products in new markets.

If we are unable to integrate our products successfully with existing information systems and oncology treatment devices, or we are restricted from access to new device interfaces, customers may choose not to use our products and services.

For healthcare facilities to fully benefit from our products, our systems must integrate with the customer’s existing information systems and medical devices. This may require substantial cooperation, investment and coordination on the part of our customers. There is little uniformity in the systems and devices currently used by our customers, which complicates the integration process. If these systems are not successfully integrated, our customers could choose not to use, or to reduce their use of, our systems, which would harm our business.

Our ability to design systems that integrate applications, devices and information systems has been a key to our success in the radiation oncology market. Our competitors include manufacturers of radiation oncology equipment. If these manufacturers were to deny us access to new device interfaces, we would lose one of our key competitive advantages and our sales would be adversely impacted.

We operate in an intensely competitive market that includes companies that have greater financial, technical and marketing resources than we do, and companies who bundle their software with hardware sales at little or no additional cost, which makes it harder for us to sell our systems.

We operate in a market that is intensely competitive. Our principal oncology competitor is Varian Medical Systems, Inc. We also face competition from providers of enterprise level healthcare information systems, practice management systems, general decision support and database systems and other segment-specific software applications. In addition, although we have cooperative strategic arrangements with Siemens Medical Systems, Inc. and other companies for the sale of some of our products, these companies also compete with us on the sale of some of our products. A number of existing and potential competitors are more established than we are and have greater name recognition and financial, technical and marketing resources than we do.

Our most significant competitors also manufacture radiation oncology devices and other equipment used by healthcare providers who may be our potential customers. These particular competitors pose a competitive risk for us because they market their software with their hardware products as a bundled solution at little or no additional cost, which could enhance their ability to meet a potential customer’s needs. As a result, to make a sale, we must convince potential customers that our products are sufficiently superior to the software offered by the medical device manufacturer to justify the additional costs of purchasing our products. We also expect that competition will continue to increase, particularly if enterprise level healthcare software providers, such as Cerner Corporation and Eclipsys Corporation, choose to focus on the oncology market. As a result of increased competition, we may need to reduce the price of our products and services, and we may experience reduced gross margins or loss of market share, any one of which could significantly reduce our future revenues and operating results.

A decline in spending for healthcare information technology and services may result in less demand for our products and services, which could adversely affect our financial results.

The purchase of our products and services involves a significant financial commitment by our customers. At the same time, the healthcare industry faces significant financial pressures that could adversely affect overall spending on healthcare information technology and services. For example, the Balanced Budget Act of 1997 significantly reduced Medicare reimbursements to hospitals, leaving them less money to invest in infrastructure. Moreover, a general economic decline or further reductions in Medicare reimbursements to hospitals could cause hospitals to reduce or eliminate information technology-related spending. If spending for healthcare information technology and services declines or increases slower than we anticipate, demand for our products and services could decline, adversely affecting the prices we may charge.

Changing customer requirements could decrease the demand for our products, which could harm our business and adversely affect our revenues.

The market for our products and services is characterized by rapidly changing technologies, evolving industry standards and new product introductions and enhancements that may render existing products obsolete or less competitive. As a result, our position in the healthcare information technology market could erode rapidly due to unforeseen changes in the features, functions or pricing of competing products. Our future success will depend in part on our ability to enhance our existing products and services and to develop and introduce new products and services to meet changing customer requirements. The process of developing products and services such as those we offer is complex and in the future is expected to become increasingly more complex and expensive as new technologies and new methods of treating cancer are introduced. If we are unable to enhance our existing products or develop new products to meet changing customer requirements, including the introduction of new cancer treatment methods with which our products are not currently compatible, demand for our products could suffer.

We depend on our relationships with distributors and oncology equipment manufacturers to market our products, and if these relationships are discontinued, or we are unable to develop new relationships, our revenues could decline.

To successfully market and sell our products both in the United States and in foreign markets, we have developed relationships with distributors and leading oncology equipment manufacturers, including Siemens Medical Systems, Inc. Sales to Siemens represented 13.4% of our net sales in the six months ended March 31, 2002, 12.7% in fiscal 2001 and 14.6% in fiscal 2000. We rely on these collaborative relationships to augment our direct sales efforts and maintain market access to potential customers, particularly in Europe and Asia, and our business strategy includes entering into additional third-party relationships in the future. Some of these manufacturers and distributors also produce or distribute products that directly compete with our core products.

We may not be able to maintain or develop these relationships with distributors and oncology equipment manufacturers, and these relationships may not continue to be successful. If any of these relationships is terminated, not renewed or otherwise unsuccessful, or if we are unable to develop additional relationships, our sales could decline, and our ability to continue to grow our business could be adversely affected. This is particularly the case for our international sales, where we rely on our distributors’ expertise regarding foreign regulatory matters and their access to actual and potential customers. In many cases, these parties have extensive relationships with our existing and potential customers and influence the decisions of these customers. In addition, if these relationships fail, we will have to devote additional resources to market our products than we would otherwise, and our efforts may not be as effective as those of the distributors and manufacturers with whom we have relationships. We are currently investing, and plan to continue to invest, significant resources to develop these relationships. Our operating results could be adversely affected if these efforts with distributors and manufacturers do not generate revenues necessary to offset these investments.

We are subject to extensive federal, state and international regulations, which could cause us to incur significant costs.

Four of our medical device products, including two device connectivity products and two imaging products, are subject to extensive regulation by the U.S. Food and Drug Administration, or FDA, under the Federal Food, Drug and Cosmetic Act, or FDC Act, and by the Food and Drug Branch of the California Department of Health Services, or FDB, which is the California state agency that oversees compliance with FDA regulations. The FDA’s regulations govern product design and development, product testing, product labeling, product storage, premarket clearance or approval, advertising and promotion, and sales and distribution. Unanticipated changes in existing regulatory requirements or adoption of new requirements could hurt our business, financial condition and results of operations.

Numerous regulatory requirements apply to our medical device products, including the FDA’s Quality System Regulation, which requires that our manufacturing operations follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process. We are also subject to FDA regulations regarding labeling, adverse event reporting, and the FDA’s prohibition against promoting products for unapproved or “off-label” uses.

We face the risk that a future inspection by the FDA or FDB could find that we are not in full regulatory compliance. Our failure to comply with any applicable FDA regulation could lead to warning letters, non-approvals, suspensions of existing approvals, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions and criminal prosecution. If we fail to take adequate corrective action in response to any FDA observation of noncompliance, we could face enforcement actions, including a shutdown of our manufacturing operations and a recall of our products, which would cause our product sales, operating results and business reputation to suffer.

To market and sell our products in countries outside the United States, we must obtain and maintain regulatory approvals and comply with the regulations of those countries. These regulations and the time required for regulatory review vary from country to country. Obtaining and maintaining foreign regulatory approvals is expensive and time consuming. We plan to apply for regulatory approvals in particular countries, but we may not receive the approvals in a timely way or at all in any foreign country in which we plan to market our products, and if we fail to receive such approvals, our ability to generate revenue will be harmed.

Our products could be subject to recalls even after receiving FDA approval or clearance. A recall would harm our reputation and adversely affect our operating results.

The FDA and similar governmental authorities in other countries in which we market and sell our products have the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture. A government mandated recall, or a voluntary recall by us, could occur as a result of component failures, manufacturing errors or design defects, including defects in labeling. A recall could divert management’s attention, cause us to incur significant expenses, harm our reputation with customers and negatively affect our future sales.

Regulation of additional products of ours not currently subject to regulation as medical devices by the FDA could increase our costs, delay the introduction of new products and adversely affect our revenue growth.

The FDA has increasingly regulated computer products and computer-assisted products as medical devices under the FDC Act. If the FDA chooses to regulate any more of our products as medical devices, we would likely be required to take the following actions:

•

seek FDA clearance by demonstrating that our product is substantially equivalent to a device already legally marketed, or obtain FDA approval by establishing the safety and effectiveness of our product;

•

comply with rigorous regulations governing pre-clinical and clinical testing, manufacture, distribution, labeling and promotion of medical devices; and

•

comply with the FDC Act’s general controls, including establishment registration, device listing, compliance with good manufacturing practices and reporting of specified device malfunctions and other adverse device events.

We may not be able to convince the FDA to grant approval to a request for market clearance. If any of our products fails to comply with FDA requirements, we could face FDA refusal to grant pre-market clearance or approval of products, withdrawal of existing FDA clearances and approvals, fines, injunctions or civil penalties, recalls or product corrections, production suspensions and criminal prosecution. FDA regulation of additional products could increase our operating costs, delay or prevent the marketing of new or existing products and adversely affect our revenue growth.

New and potential federal regulations relating to patient confidentiality could require us to redesign our products.

State and federal laws regulate the confidentiality of patient records and the circumstances under which those records may be released. These regulations govern both the disclosure and use of confidential patient medical record information and may require the users of such information to implement specified security measures. Regulations governing electronic health data transmissions are evolving rapidly and are often unclear and difficult to apply.

Of particular importance is the Health Insurance Portability and Accountability Act of 1996, or HIPAA. This law requires the Secretary of Health and Human Services, or HHS, to adopt national standards for some types of electronic health information transactions and the data elements used in those transactions, adopt standards to ensure the integrity and confidentiality of health information, and establish a schedule for implementing national health data privacy regulations. In December 2000, HHS published its final health data privacy regulations, which will take effect in December 2002. These regulations restrict the use and disclosure of personally identifiable health information without the prior informed consent of the patient. HHS has not yet issued final rules on most of the other topics under HIPAA and has yet to issue proposed rules on some topics. The final rules, if and when issued, may differ from the proposed rules. We cannot predict the potential impact of the rules that have not yet been proposed or any other rules that might be finally adopted instead of the proposed rules. In addition, other federal and state privacy legislation may be enacted at any time.

These laws or regulations, when adopted, could restrict the ability of our customers to obtain, use or disseminate patient information. This could adversely affect demand for our products and force us to redesign our products in order to meet the requirements of any new regulations. Despite the existence of security features, these products may be vulnerable to break-ins and similar disruptive problems that could jeopardize the security of information stored in and transmitted through the computer systems of our customers. We may incur significant product development costs to modify or redesign our products to address evolving data security and privacy issues.

If our products fail to provide accurate and timely information to our customers in their treatment of patients, our customers may be able to assert claims against us that could result in substantial costs to us, harm our reputation in the industry and cause demand for our products to decline.

We provide products that assist clinical decision-making and relate to patient medical histories and treatment plans. If these products fail to provide accurate and timely information, customers may be able to assert liability claims against us. Any potential liability claims, regardless of their outcome, could result in substantial costs to us, divert management’s attention from operations and decrease market acceptance of our products. We attempt to limit by contract our liability for damages arising from negligence, errors or mistakes. Despite this

precaution, the limitations of liability set forth in our contracts may not be enforceable or may not otherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors or omissions. However, this coverage may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims against us. In addition, the insurer might refuse coverage as to any future claim.

Highly complex software products such as ours often contain undetected errors or failures when first introduced or as updates and new versions are released. It is particularly challenging for us to test our products because it is difficult to simulate the wide variety of computing environments in which our customers may deploy them. Despite extensive testing, from time to time we have discovered defects or errors in our products. Defects, errors or difficulties could cause delays in product introductions and shipments, result in increased costs and diversion of development resources, require design modifications or decrease market acceptance or customer satisfaction with our products. In addition, despite testing by us and by current and potential customers, errors may be found after commencement of commercial shipments, which may result in loss of or delay in market acceptance of our products.

If we undertake additional acquisitions, they may be disruptive to our business and could have an adverse effect on our future operations and cause the market price of our common stock to decline.

An element of our business strategy has been expansion through acquisitions. Since 1997, we have completed six acquisitions of businesses or product lines. As a result of these acquisitions, we face the following risks:

•

integrating the existing management, sales force, engineers and other personnel into one existing culture and business;

•

developing and implementing an integrated business strategy from what had been previously independent companies; and

•

developing compatible or complementary products and technologies from previously independent operations.

If we pursue any future acquisitions, we will also face additional risks, including the following:

•

the diversion of our management’s attention and the expense of identifying and pursuing suitable acquisition candidates, whether or not consummated;

•

the anticipated benefits from any acquisition may not be achieved;

•

the integration of acquired businesses requires substantial attention from management;

•

the diversion of the attention of management and any difficulties encountered in the transition process could hurt our business;

•

in future acquisitions, we could issue additional shares of our capital stock, incur additional indebtedness or pay consideration in excess of book value, which could have a dilutive effect on future net income, if any, per share; and

•

the potential negative effect on our financial statements from the increase in goodwill and other intangibles, the write-off of research and development costs and the high cost and expenses of completing acquisitions.

Interruptions in our power supply or telecommunications capabilities or the occurrence of an earthquake or other natural disaster could disrupt our operations and cause us to lose revenues or incur additional expenses.

Our primary facilities are located in California near known earthquake fault zones and are vulnerable to significant damage from earthquakes. We are also vulnerable to damage from other types of disasters, including

tornadoes, fires, floods, power loss, communications failures and similar events. If any disaster were to occur, our ability to operate our business at our facilities could be seriously impaired or destroyed. The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions.

We currently do not have backup generators to be used as alternative sources of power in the event of a loss of power to our facilities. During any power outage, we would be temporarily unable to continue operations at our facilities. This would have adverse consequences for our customers who depend on us for system support and outsourcing services. Any such interruption in operations at our facilities could damage our reputation and harm our ability to obtain and retain customers, which could result in lost revenue and increased operating costs.

We have customers for whom we store and maintain critical patient and administrative data on computer servers in our ASP data center. Those customers access this data remotely through telecommunications lines. If our back-up power generators fail during any power outage or if our telecommunications lines are severed or impaired for any reason, those customers would be unable to access their critical data causing an interruption in their operations. In such event our remote access customers and their patients could seek to hold us responsible for any losses. We may also potentially lose those customers and our reputation could be harmed.

If we fail to attract, motivate and retain highly qualified technical, marketing, sales and management personnel, our ability to operate our business could be impaired.

Our success depends, in significant part, upon the continued services of our key technical, marketing, sales and management personnel and on our ability to continue to attract, motivate and retain highly qualified employees. Competition for these employees is intense. In addition, the process of recruiting personnel with the combination of skills and attributes required to operate our business can be difficult, time-consuming and expensive. The success of our business depends to a considerable degree on our senior management team. The loss of any member of that team, particularly Joseph Jachinowski, James Hoey and David Auerbach, our founders, could hurt our business.

We depend on licenses from third parties for rights to the technology used in several of our products. If we are unable to continue these relationships and maintain our rights to this technology, our business could suffer.

We depend upon licenses for some of the technology used in our products from a number of third-party vendors, including Pervasive Software Inc., Medicomp Systems, Inc., First DataBank, Inc., Crystal Decisions, Inc. and SoftVelocity, Inc. If we were unable to continue using the technology made available to us under these licenses on commercially reasonable terms or at all, we may have to discontinue, delay or reduce product shipments until we obtain equivalent replacement technology, which could hurt our business. In addition, if our vendors choose to discontinue support of the licensed technology in the future, we may not be able to modify or adapt our own products.

If we fail to protect our intellectual property, our business could be harmed.

We are dependent upon our proprietary information and technology. Our means of protecting our proprietary rights may not be adequate to prevent misappropriation. The laws of some foreign countries may not protect our proprietary rights as fully as do the laws of the United States. Also, despite the steps we have taken to protect our proprietary rights, it may be possible for unauthorized third parties to copy aspects of our products, reverse engineer our products or otherwise obtain and use information that we regard as proprietary. In some limited instances, customers can access source-code versions of our software, subject to contractual limitations on the permitted use of the source code. Although our license agreements with these customers attempt to prevent misuse of the source code, the possession of our source code by third parties increases the ease and likelihood of potential misappropriation of such software. Furthermore, others could independently develop

technologies similar or superior to our technology or design around our proprietary rights. In addition, infringement or invalidity claims or claims for indemnification resulting from infringement claims could be asserted or prosecuted against us. Regardless of the validity of any claims, defending against these claims could result in significant costs and diversion of our resources. The assertion of infringement claims could also result in injunctions preventing us from distributing products. If any claims or actions are asserted against us, we might be required to obtain a license to the disputed intellectual property rights, which might not be available on reasonable terms or at all.

Our international sales, marketing and service activities expose us to uncertainties that could limit our growth and adversely affect our operating results.

In addition to our domestic operations, we currently conduct sales, marketing and service activities in other countries in North America, Europe and the Pacific Rim. Our international operations pose risks that include:

•

potential adverse tax consequences;

•

foreign currency fluctuations;

•

potentially higher operating expenses, resulting from the establishment of international offices, the hiring of additional personnel and the localization and marketing of products for particular countries;

•

the impact of smaller healthcare budgets in some international markets, which could result in greater pricing pressure and reduced gross margins;

•

uncertainties relating to product feature requirements in foreign markets;

•

order deposits at lower levels than historically achieved with U.S. orders;

•

unproven performance of new distributors;

•

greater difficulty in collecting accounts receivable;

•

the difficulty of building and managing an organization with geographically dispersed operations;

•

burdens and uncertainties related to foreign laws; and

•

lengthy sales cycles typical in overseas markets.

If we are unable to meet and overcome these challenges, our international operations may not be successful, which would limit the growth of our business.

Risk Related to This Offering

Our common stock has not been publicly traded, and we expect that the price of our common stock will fluctuate substantially. An active trading market for our stock may not develop, and selling your stock may be difficult.

Prior to this offering, our common stock has not been traded on a public market. We cannot predict whether an active public trading market for our stock will develop following this offering, or whether such a market will be sustained. We have negotiated with the underwriters to determine the price of the shares of common stock sold in this offering, but this price will not necessarily reflect the market price of the common stock following this offering. A number of factors will influence the market price for the common stock following this offering, including:

•

volume and timing of orders for our products;

•

quarterly variations in our or our competitors’ results of operations;

•

changes in the availability of third-party reimbursement in the United States or other countries;

•

the announcement and introduction of new products or product enhancements by us or our competitors;

•

our ability to develop, obtain regulatory clearance for, and market new and enhanced products;

•

changes in governmental regulations or in the status of our regulatory approvals or applications;

•

product liability claims or other litigation;

•

changes in earnings estimates or recommendations by securities analysts; and

•

general market conditions and other factors that may be unrelated to our operating performance or the operating performance of our competitors.

If no trading market develops, securities analysts may decide not to provide research coverage of our company. Securities analysts may not initiate or maintain research coverage of our company and our shares, and this could further depress the market for our shares.

A large number of shares may be sold into the market following this offering, which may cause the price of our common stock to decline.

After this offering, shares of our common stock will be outstanding based upon shares outstanding as of May 31, 2002. The shares we are selling in this offering, and the shares being offered by the selling stockholders if the underwriters exercise their over-allotment in full, will be freely tradable, without restriction or further registration, under the federal securities laws unless purchased by our affiliates. The following table indicates approximately when the shares of common stock not being sold in this offering, based upon shares outstanding as of May 31, 2002, will be available for sale in the public market.

Number of Shares	Percent of Total Shares Outstanding Immediately After Offering	Date of Availability for Resale Into Public Market
359,289	%	The day our common stock commences trading in the public market.

23,103		The 90th day following the day our common stock commences trading in the public market.

6,900,950		The 181st day following the day our common stock commences trading in the public market, taking into account agreements these stockholders have with us and the underwriters and assuming the underwriters do not exercise their over-allotment option. However, Thomas Weisel Partners LLC can waive this restriction and allow these stockholders to sell their shares at any time.

The table above takes into account the lock-up agreements under which stockholders holding an aggregate of 6,900,950 shares have agreed not to sell their shares of stock for 180 days after the completion of this offering. Thomas Weisel Partners LLC may waive any of these lock-up restrictions prior to the expiration of the lock-up period without prior notice. Of the shares of common stock that will be available for sale after the expiration of the lock-up period, 5,772,816 shares will be subject to volume restrictions under federal securities laws because they are held by our affiliates.

If our common stockholders sell substantial amounts of common stock in the public market, or if the market perceives that these sales may be about to occur, the market price of our common stock could fall. After the completion of this offering, the holders of 1,238,390 shares of common stock or shares of common stock if the underwriters exercise their over-allotment option in full, including common stock issued upon conversion of our redeemable convertible preferred stock, will continue to have rights, subject to some conditions, to require us to file registration statements covering their shares, or to include their shares in registration statements that we may file for ourselves or for other stockholders. If these holders exercise their registration rights in one of our future registration statements, their stock sales could impair our ability to raise necessary capital by depressing the price at which we could sell our common stock.

Purchasers in this offering will experience immediate and substantial dilution.

We expect the price of our shares in this offering to be substantially higher than the pro forma net tangible book value per share of our outstanding common stock after this offering. Accordingly, investors purchasing shares of common stock in this offering will pay a price per share substantially higher than the value of our assets less liabilities. Assuming the sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the mid-point of the range on the cover of this prospectus, the investors in this offering will contribute % of the total gross amount invested to date in our company, but will own only % of the shares of common stock outstanding. The exercise of outstanding stock options, or the issuance of new stock, will further dilute new investors.

We have broad discretion in how we use the net proceeds of this offering, and we may not use these proceeds in a manner desired by our stockholders.

Our management could spend the proceeds from this offering in a manner that our stockholders may not desire or that does not yield a favorable return. You will not have the opportunity, as part of your investment in our common stock, to influence the manner in which the net proceeds of this offering are used. We currently intend to use the net proceeds from this offering for general corporate purposes and working capital. We may also use the net proceeds in future strategic acquisitions or investments, but currently we do not have any specific acquisitions or investments planned. Until we need to use the net proceeds of this offering, we plan to invest the net proceeds in investment grade, interest bearing securities, but these investments may not produce income or may lose value.

Our executive officers and directors own a significant percentage of our stock, and as a result, the trading price for our shares may be depressed and these stockholders can take actions that may be adverse to your interests.

Following this offering, our executive officers and directors, and entities affiliated with directors, will beneficially own approximately % of our common stock or approximately % if the underwriters exercise their over-allotment option in full. These stockholders, acting together, will have the ability to decide all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets. In addition, they could dictate the management of our business and affairs. A significant concentration of share ownership can adversely affect the trading price for our common stock because investors often discount the value of stock in companies that have controlling stockholders. Furthermore, the concentration of ownership in our company could delay, defer or prevent a merger or consolidation, takeover or other business combination that could be favorable to you.

Anti-takeover provisions in our charter documents and Delaware law could prevent a potential acquiror from buying our stock.

Our restated certificate of incorporation and bylaws will contain provisions that could delay or prevent a change in control of our company, including provisions that:

•

authorize the issuance of preferred stock that can be created and issued by the board of directors without prior stockholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock;

•

prohibit stockholder actions by written consent; and

•

provide for a classified board of directors.

In addition, we will be governed by the provisions of Section 203 of Delaware General Corporation Law. These provisions may prohibit stockholders owning 15% or more of our outstanding voting stock from merging or combining with us. These and other provisions in our restated certificate of incorporation and bylaws, and under Delaware law, could discourage potential acquisition proposals, delay or prevent a change in control or management or reduce the price that investors might be willing to pay for shares of our common stock in the future.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which may be deemed to include, but are not limited to, our business strategy, timing of and plans for the introduction of new products, services and enhancements, plans for hiring additional personnel, timing of and plans for opening new offices and the adequacy of anticipated sources of cash, including the proceeds from this offering, to fund our operations. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. You should not place undue reliance upon these forward-looking statements, which apply only as of the date of this prospectus. Actual results could differ materially from those projected in any forward-looking statements for the reasons detailed in the “Risk Factors” portion of this prospectus beginning on page seven or elsewhere in this prospectus. We assume no obligation to update any forward-looking statement after the date of this prospectus.

This prospectus contains various estimates related to the IT and healthcare markets. These estimates have been included in studies published by market research and other firms. These estimates have been produced by industry analysts based on trends to date, their knowledge of technologies and markets, and customer research, but these are forecasts only and are thus subject to inherent uncertainty.

USE OF PROCEEDS

We expect to receive net proceeds of approximately $ million from the sale of shares of common stock by us in this offering at an assumed initial public offering price of $ per share after deducting underwriting commissions and discounts and estimated expenses. If the underwriters’ over-allotment option is exercised, we will not receive any of the proceeds from the sale of shares by the selling stockholders.

We expect to use the net proceeds from the offering for working capital and to expand our business generally, including possible acquisitions.

The principal purposes of this offering are to obtain additional capital, to enhance our ability to acquire other businesses, products or technologies, to create a public market for our common stock, to facilitate our future access to public equity markets, to provide liquidity for our existing stockholders, to improve the effectiveness of our stock option plans in attracting and retaining key employees and to provide increased visibility of our company in a marketplace where many of our competitors are publicly held companies.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future.

CAPITALIZATION

The following table sets forth our capitalization at March 31, 2002 on an actual basis and on an as adjusted basis to reflect the conversion of all outstanding shares of our redeemable convertible preferred stock into shares of our common stock upon the closing of this offering and to give effect to the receipt of the estimated net proceeds from the sale of shares of common stock offered by us in this offering at an assumed initial public offering price of $ per share, after deducting underwriting discounts and commissions and estimated offering expenses. The information below should be read in conjunction with our consolidated financial statements and the notes to those statements appearing elsewhere in this prospectus.

	March 31, 2002
	Actual		As Adjusted
	(unaudited)

Long-term obligations, less current portion	$	147,627	$

Series A redeemable convertible preferred stock, $0.001 par value; 1,238,390 shares authorized and outstanding, actual; no shares outstanding, as adjusted		10,920,908

Stockholders’ equity:
Preferred stock, $0.001 par value; no shares authorized, issued or outstanding, actual; 5,000,000 shares authorized, no shares issued or outstanding, as adjusted		—
Common stock, $0.001 par value; 15,000,000 shares authorized; 6,027,533 shares outstanding, actual; shares outstanding, as adjusted		6,028
Additional paid-in capital		938,124
Accumulated other comprehensive income		11,065
Retained earnings		6,449,437

Total stockholders’ equity		7,404,654

Total capitalization	$	18,473,189

The number of shares of common stock listed in the table above excludes the following:

•

865,948 shares of common stock subject to options issued at March 31, 2002 at a weighted-average exercise price of $4.18 per share granted under our stock option plans;

•

215,000 shares of common stock subject to options granted after March 31, 2002 at a weighted-average exercise price of $12.72 per share; and

•

3,307,660 shares of common stock reserved for future issuance under our stock option plans and our 2002 employee stock purchase plan.

DILUTION

At March 31, 2002, our actual net tangible book value was approximately $17.6 million, or $2.92 per share. Actual net tangible book value per share represents the amount of total actual tangible assets less total actual liabilities, divided by the shares of common stock outstanding at March 31, 2002. After giving effect to the sale of the shares of common stock we are offering and after deducting the underwriting discounts and commissions and estimated offering costs, our adjusted net tangible book value at March 31, 2002 would have been $ million, or $ per share. This represents an immediate increase in as adjusted net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors. The following table illustrates this per share dilution:

Assumed initial public offering price per share			$
Net tangible book value per share at March 31, 2002	$	2.92
Increase per share attributable to new investors

Pro forma net tangible book value per share after the offering

Dilution per share to new investors			$

The following table summarizes, on a pro forma basis, at March 31, 2002, the difference between the number of shares of common stock purchased, the total consideration paid and the average price per share paid by the existing stockholders and the new investors purchasing shares of common stock in this offering:

	Shares Purchased		Total Consideration			Average Price Per Share
	Number	Percent	Amount		Percent	Average Price Per Share
Existing stockholders	7,265,923	%	$	4,944,151	%	$	0.68
New investors

Total		100.0%	$		100.0%

The discussion and tables above assume no exercise of any of the 865,948 stock options with a weighted-average exercise price of $4.18 per share outstanding at March 31, 2002. Assuming the exercise in full of all these options as of March 31, 2002, the number of shares purchased by existing stockholders would increase to 8,131,871, total consideration paid by them would increase to $8,563,814 and the average price per share paid by them would be increased to $1.05 per share.

If the underwriters’ over-allotment option is exercised in full, sales by the selling stockholders in this offering will reduce the number of shares of common stock held by existing stockholders to or approximately % of the total number of shares of common stock outstanding upon the closing of this offering and will increase the number of shares held by new public investors to or approximately % of the total number of shares of common stock outstanding after this offering. See “Principal and Selling Stockholders.”

SELECTED CONSOLIDATED FINANCIAL DATA

(in thousands, except per share data)

The following consolidated statements of operations data for the years ended September 30, 1999, 2000 and 2001 and consolidated balance sheet data as of September 30, 2000 and 2001 have been derived from our audited consolidated financial statements and related notes, which are included elsewhere in this prospectus. The statement of operations data for the six months ended March 31, 2001 and 2002 and the balance sheet data as of March 31, 2002 are derived from our unaudited consolidated financial statements included in this prospectus. The statements of operations data for the years ended September 30, 1997 and 1998 and the balance sheet data as of September 30, 1997, 1998 and 1999 were derived from our audited consolidated financial statements that do not appear in this prospectus. Our unaudited consolidated financial statements have been prepared by us on a basis consistent with our audited consolidated financial statements and, in management’s opinion, include all adjustments necessary, consisting only of normal recurring adjustments, for a fair presentation of this information. The consolidated statement of operations data for the six months ended March 31, 2002 and 2001 are not necessarily indicative of the results to be expected for the entire year, for any other interim period or for any future year. The consolidated selected financial data set forth below should be read in conjunction with our consolidated financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	Year Ended September 30,															Six Months Ended March 31,
	1997			1998			1999			2000			2001			2001			2002
Consolidated Statement of Operations Data:
Sales:
Software license and other, net	$	7,396		$	12,417		$	15,092		$	20,011		$	23,566		$	10,004		$	13,765
Maintenance and services		2,765			3,917			5,566			7,663			10,291			4,868			6,671

Net sales		10,161			16,334			20,658			27,674			33,857			14,872			20,436
Cost of sales		2,604			4,030			5,571			7,545			9,631			4,526			5,533

Gross profit		7,557			12,304			15,087			20,129			24,226			10,346			14,903
Operating expenses:
Research and development		2,130			2,798			3,369			4,495			6,276			2,816			3,735
Sales and marketing		3,370			4,185			5,028			6,361			9,255			4,095			5,932
General and administrative		1,386			2,378			1,368			2,343			3,633			1,675			1,931
Write-off of purchased in-process research and development		—			348			—			308			511			511			—
Merger related costs		—			—			—			578			—			—			—
Amortization of goodwill and other intangible assets		—			1,162			652			793			361			175			221

Total operating expenses		6,886			10,871			10,417			14,878			20,036			9,272			11,819
Operating income		671			1,433			4,670			5,251			4,190			1,074			3,084
Interest expense		—			(2	)		—			—			(41	)		(25	)		(14	)
Interest and other income, net		307			266			364			508			553			299			204
Write-down of notes receivable		—			—			—			(691	)		—			—			—

Income before provision for income taxes		978			1,697			5,034			5,068			4,702			1,348			3,274
Provision for income taxes		(388	)		(594	)		(1,963	)		(1,993	)		(1,685	)		(483	)		(1,211	)

Net income		590			1,103			3,071			3,075			3,017			865			2,063
Accretion of redeemable convertible preferred stock(1)		—			—			—			(508	)		(1,431	)		(797	)		(4,982	)

Net income (loss) available to common stockholders	$	590		$	1,103		$	3,071		$	2,567		$	1,586		$	68		$	(2,919	)

Net income (loss) per common share:
Basic	$	0.10		$	0.19		$	0.53		$	0.43		$	0.26		$	0.01		$	(0.48	)

Diluted	$	0.08		$	0.15		$	0.43		$	0.40		$	0.25		$	0.01		$	(0.48	)

	Year Ended September 30,						Six Months Ended March 31,
	1997	1998	1999	2000	2001		2001	2002
Weighted-average shares used in computing net income (loss) per common share:
Basic	5,730	5,803	5,837	5,907		6,017	6,015		6,026

Diluted	7,184	7,240	7,219	6,387		6,457	6,515		6,026

Pro forma net income per common share (unaudited)(2):
Basic					$	0.42		$	0.28

Diluted					$	0.39		$	0.27

Weighted-average shares used in computing pro forma net income per common share (unaudited)(2):
Basic						7,255			7,264

Diluted						7,695			7,603

	As of September 30,										As of March 31, 2002
	1997		1998		1999		2000		2001		As of March 31, 2002
Consolidated Balance Sheet Data:
Cash, cash equivalents and available-for-sale securities	$	6,253	$	6,825	$	11,773	$	12,382	$	17,926	$	20,225
Working capital		2,343		2,039		4,460		5,443		6,547		9,155
Total assets		10,077		14,042		19,949		26,510		32,953		36,691
Capital lease obligations, less current portion		—		—		—		236		179		148
Redeemable convertible preferred stock		4,000		4,000		4,000		4,508		5,939		10,921
Total stockholders’ equity		1,585		2,682		5,734		8,695		10,340		7,405

(1)

(2)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the related notes appearing at the end of this prospectus. Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Net Sales and Revenue Recognition

We sell our products directly throughout the world and primarily in North America, Europe and the Pacific Rim countries. In addition, we use non-exclusive distributors to augment our direct sales efforts. Sales through distributors represented 17.7% of our total net sales in fiscal 1999, 14.6% in fiscal 2000, 12.7% in fiscal 2001 and 13.4% in the six months ended March 31, 2002, all of which were sold through Siemens Medical Systems, Inc. We have recently signed agreements with other distributors, which have not yet generated sales.

We license point-of-care and registry software products. Our point-of-care products are comprised of modules that process administrative, clinical, imaging and therapy delivery information. Our registry products aggregate data on patient outcomes for regulatory and corporate reporting purposes. Currently, a majority of our point-of-care software is licensed on a perpetual basis, and a majority of our registry sales is licensed on a term basis.

The decision to implement, replace, expand or substantially modify an information system is a significant commitment for healthcare organizations. In addition, our systems typically require significant capital expenditures by the customer. Consequently, we experience long sales and implementation cycles. The sales cycle for our systems ranges from six to 24 months or more from initial contact to contract execution. Our implementation cycle generally ranges from three to nine months from contract execution to completion of implementation.

We record orders for products licensed on a perpetual basis upon the receipt of a signed purchase and license agreement, purchase order, and a substantial deposit. We record orders for products licensed on a term basis upon receipt of a signed purchase and license agreement, purchase order and a deposit typically equal to the first year’s fees. All contract deposits are held as a current liability until the customer has accepted the product as outlined in the terms and conditions set forth in the purchase and license agreement. Maintenance and support is recorded as deferred revenue upon the invoice date and held as a current liability on the balance sheet. Under the terms of the original purchase and license agreement, maintenance and support automatically renews on an annual basis unless the customer provides a written cancellation. We recognize revenue from these sales ratably over the underlying maintenance period.

For direct software sales licensed on a perpetual basis, we include one year of maintenance and support as part of the purchase price. We recognize revenue upon acceptance of the installed product at the customer site. Since the first year of maintenance and support is included in the purchase price, we defer 12% of the purchase price and recognize that portion of the revenue ratably over a twelve-month period. Standard annual fees for maintenance and support after the first year equal 12% of the then current list price unless the customer negotiates other terms or service levels. We recognize these fees ratably over the applicable twelve-month period.

For direct software sales licensed on a term basis, the initial term lasts from three to five years with annual renewals after the initial term. The customer pays a deposit typically equal to the initial annual fee upon signing the license agreement, and we invoice the customer for subsequent annual fees 60 days before the anniversary date of the signed agreement. We recognize revenue for the annual fees under these term license agreements ratably over the applicable twelve-month period. The purchase price includes annual maintenance and support.

We recognize revenue from third-party products and related configuration and installation services sold with our licensed software upon acceptance by the customer. We recognize revenue from third-party products sold separately from our licensed software upon delivery. Third-party products represented 6.1% of our total net sales in fiscal 1999, 5.7% in fiscal 2000, 4.4% in fiscal 2001 and 4.0% in the six months ended March 31, 2002.

We recognize distributor related revenues upon the receipt of a completed purchase order and the related customer information needed to generate software registration keys, which allow us to distribute the software to the end user and satisfy our regulatory information tracking requirements. We invoice maintenance and support annually and recognize revenue ratably over the applicable twelve-month period.

Costs and Expenses

Cost of sales consists primarily of:

•

labor costs relating to the implementation, installation, training and application support of our point-of-care and registry software;

•

travel expenses incurred in the installation and training of our point-of-care software;

•

direct expenses related to the purchase, shipment, installation and configuration of third-party hardware and software sold with our point-of-care software;

•

continuing engineering expenses related to the maintenance of existing released software; and

•

overhead attributed to our client services personnel.

System installations require several phases of implementation in the process of accepting product delivery and have led to our development of a highly specialized client service organization. All new orders require multiple site visits from our personnel to properly install, configure and train customer personnel. Several point-of-care products are used with various third-party hardware and software products that are also sold and configured during the implementation process. After the initial implementation process, our application support staff provides phone support and any applicable system updates. A substantial percentage of engineering costs are allocated to client services due to continuing engineering efforts related to the support and enhancement of our products. Historically, cost of sales has increased at approximately the same rate as net sales. However, as newly developed products and acquired product lines are released to the customers, additional investments in client service staff could cause gross margins to fluctuate.

Research and development expenses include costs associated with the design, development and testing of our products. These costs consist primarily of:

•

salaries and related development personnel expenses;

•

software license and support fees associated with development tools;

•

travel expenses incurred to test products in the customer environment; and

•

overhead attributed to our development and test engineering personnel.

We currently expense all research and development costs as incurred. Our research and development efforts are periodically subject to significant non-recurring costs that can cause fluctuations in our quarterly research and

development expense trends. We expect that research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in product development.

Sales and marketing expenses primarily consist of:

•

salaries, commissions and related travel expenses for personnel engaged in sales and the contracts administration process;

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salaries and related product marketing, marketing communications, media services and business development personnel expenses;

•

expenses related to marketing programs, public relations, trade shows, advertising and related communications; and

•

overhead attributed to our sales and marketing personnel.

We have recently expanded our sales force, made significant investments in marketing communications and increased trade show activities to enhance market awareness of our products. We expect that sales and marketing expenses will increase in absolute dollars for the foreseeable future as we continue to expand our sales and marketing capabilities.

General and administrative expenses primarily consist of:

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salaries and related administrative, finance, human resources, regulatory, information services and executive personnel expenses;

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other significant expenses relate to facilities, recruiting, external accounting and legal and regulatory fees;

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general corporate expenses; and

•

overhead attributed to our general and administrative personnel.

A significant portion of facility, infrastructure and maintenance costs are allocated as overhead to other functions based on distribution of headcount. We expect that our general and administrative expenses will increase as a public company.

Depreciation and Amortization

Our property and equipment is recorded at our cost minus accumulated depreciation and amortization. We depreciate the costs of our tangible capital assets on a straight-line basis over the estimated economic life of the asset, which is generally three to seven years. Acquisition related intangible assets have historically been amortized based upon the estimated economic life, which is generally two to five years. Leasehold improvements and equipment purchased through a capital lease are amortized over the life of the related asset or the lease term, if shorter. If we sell or retire an asset, the cost and accumulated depreciation is removed from the balance sheet and the appropriate gain or loss is recorded. We expense repair and maintenance costs as incurred.

In October 1997, we acquired two cancer registry software product lines and certain property and equipment from Elm Services, Inc. for approximately $2.0 million in cash and the assumption of $1.0 million in related liabilities. We accounted for this transaction as an asset purchase and the corresponding amortization periods ranged from immediate to five years. As of September 30, 2002, the acquisition will have been fully amortized.

In April 2000, we purchased all of the outstanding stock of MC² Scientific Systems, Inc., or MC², for $1.3 million in cash. We recorded the acquisition using the purchase method of accounting. The amortization of goodwill and other intangibles is being taken over a range of periods from two to five years. Upon our adoption of Statement of Financial Accounting Standards, or SFAS, No. 142 “Goodwill and Other Intangible Assets” beginning October 1, 2002, the remaining unamortized balance of goodwill and acquired workforce of $466,000 will not be amortized. Instead, we will perform an assessment for impairment at least annually by applying a fair-value based test.

In February 2001, we purchased the intellectual property of CareCore, Inc., or CareCore, for extinguishment of notes receivable in the amount of $500,000 held by us and $40,000 in acquisition costs. We recorded the transaction using the purchase method of accounting and recorded amortization of acquired workforce over ten months. As of September 30, 2002, the acquisition will have been fully amortized.

In April 2002, we purchased all the outstanding stock of Intellidata, Inc. for $1.3 million in cash. We will record the transaction using the purchase method of accounting in accordance with SFAS No. 141 “Business Combinations.” In accordance with SFAS No. 141, amortization will not be recorded on goodwill and certain other intangible assets. Instead, we will perform an assessment for impairment at least annually by applying a fair-value based test.

Accretion of Redeemable Convertible Preferred Stock

Results of Operations

The following table sets forth certain operating data as a percentage of net sales for the periods indicated:

	Percentage of Net Sales
	Year Ended September 30,						Six Months Ended March 31,
	1999		2000		2001		2001		2002
Sales:
Software license and other, net	73.1	%	72.3	%	69.6	%	67.3	%	67.4	%
Maintenance and services	26.9		27.7		30.4		32.7		32.6

Total net sales	100.0		100.0		100.0		100.0		100.0
Cost of sales	27.0		27.3		28.4		30.4		27.1

Gross profit	73.0		72.7		71.6		69.6		72.9
Operating expenses:
Research and development	16.3		16.2		18.5		18.9		18.3
Sales and marketing	24.3		23.0		27.3		27.5		29.0
General and administrative	6.6		8.5		10.8		11.3		9.4
Write-off of purchased in-process research and development	—		1.1		1.5		3.4		—
Merger related costs	—		2.1		—		—		—
Amortization of goodwill and other intangible assets	3.2		2.9		1.1		1.2		1.1

Total operating expenses	50.4		53.8		59.2		62.3		57.8

Operating income	22.6		18.9		12.4		7.3		15.1
Interest and other income, net	1.8		1.8		1.5		1.8		0.9
Write-down of notes receivable	—		(2.5	)	—		—		—
Income before provision for income taxes	24.4		18.2		13.9		9.1		16.0
Provision for income taxes	(9.5	)	(7.2	)	(5.0	)	(3.2	)	(5.9	)

Net income	14.9	%	11.0	%	8.9	%	5.9	%	10.1	%

Comparison of Six Months Ended March 31, 2002 and 2001

Net Sales. Net sales increased 37.4% from $14.9 million in the six months ended March 31, 2001 to $20.4 million for the same period in 2002. Net software related sales increased 37.6% from $10.0 million in the six months ended March 31, 2001 to $13.8 million for the same period in 2002. Sales of additional products to our existing customers in radiation oncology, such as IMRT interfaces, accounted for $1.8 million of the $3.8 million increase, sales of new imaging systems accounted for $800,000, new systems sales in radiation oncology accounted for $440,000, and new systems sales in medical oncology accounted for $398,000. Maintenance and services also increased 37.0% from $4.9 million in the six months ended March 31, 2001 to $6.7 million for the same period in 2002. Maintenance and support contracts contributed $1.6 million of the $1.8 million increase, and additional training and installation contributed $197,000.

Cost of Sales. Cost of sales increased 22.2% from $4.5 million for the six months ended March 31, 2001 to $5.5 million for the same period in 2002. Our gross margin increased from 69.6% in the 2001 period to 72.9% in the 2002 period. The increase in gross margin was due partially to reduced telecommunication costs, completed royalty obligations for our imaging products, lower personnel costs resulting from reduced market demand, and the ability to recruit employees in our expansion office located in Henderson, Nevada.

Research and Development. Research and development expenses increased 32.7% from $2.8 million for the six months ended March 31, 2001 to $3.7 million for the same period in 2002. As a percentage of total net sales, research and development expenses decreased from 18.9% in the 2001 period to 18.3% in the 2002 period. Additional engineering headcount and the associated personnel expenses were the primary factors for the increase in absolute dollars. The decrease as a percentage of total net sales in the 2002 period was due to increased software sales relative to research and development expenses.

Sales and Marketing. Sales and marketing expenses increased 45.3% from $4.1 million for the six months ended March 31, 2001 to $5.9 million for the same period in 2002. As a percentage of total net sales, sales and marketing expenses increased from 27.5% in 2001 to 29.0% in 2002. A significant expansion and restructuring of our domestic sales force as well as an increase in product marketing headcount in late 2001 increased salary and related personnel expenses by $925,000, and commission expenses increased by $330,000. In addition, marketing communications expenses increased by $359,000 as we continued to focus on promotion, marketing materials and public relations.

General and Administrative. General and administrative expenses increased 15.3% from $1.7 million for the six months ended March 31, 2001 to $1.9 million for the same period in 2002. As a percentage of total net sales, general and administrative expenses decreased from 11.3% in the 2001 period to 9.4% in the 2002 period. The increase in absolute dollars was primarily due to higher business insurance premiums, increased executive and administrative travel expenses, employee expenses and a donation to the Red Cross for the September 11th fund. The decrease as a percentage of total net sales in the 2002 period was due to increased product sales relative to general and administrative expenditures.

In-Process Research and Development. We recorded a write-off of in-process research and development in the amount of $511,000 in the six months ended March 31, 2001 due to an analysis allocating the purchase price paid for certain intellectual property in that period.

Amortization of Goodwill and Other Intangible Assets. Amortization expenses increased 26.3% from $175,000 in the six months ended March 31, 2001 to $221,000 for the same period 2002. Our acquisition of intellectual property from CareCore in February 2001 increased amortization expenses as it relates to acquired workforce. In compliance with SFAS No. 142 “Goodwill and Other Intangible Assets,” which we will adopt in fiscal 2003, we will cease amortization of goodwill and acquired workforce effective October 1, 2002.

Operating Income. Operating income increased 187.2% from $1.1 million in the six months ended March 31, 2001 to $3.1 million for the same period in 2002. Operating income increased significantly due to the

higher rate of increase in net sales relative to the rate of increase in operating expenses. In the 2001 period, we expanded our sales and marketing capabilities and research and development efforts, which resulted in increased sales in the 2002 period. Our write-off of $511,000 of purchased in-process research and development from CareCore also contributed to lower operating income in the 2001 period as compared to the 2002 period.

Interest and Other Income, Net. Interest and other income, net decreased 30.7% from $274,000 for the six months ended March 31, 2001 to $190,000 for the same period in 2002. The decline is related to lower interest income from investments in short and long-term marketable securities resulting from lower interest rates in the 2002 period.

Income Taxes. Our effective tax rate was 35.8% in the six months ended March 31, 2001 compared to 37.0% for the same period in 2002. The higher tax rate was primarily due to higher operating income and the discontinuation of our foreign sales corporation tax advantage in the 2002 period.

Comparison of Years Ended September 30, 2001 and 2000

Net Sales. Net sales increased 22.3% from $27.7 million in fiscal 2000 to $33.9 million in fiscal 2001 primarily due to increased software sales in the radiation and medical oncology markets. This increase was partially offset by the general economic slow-down, the short-term adverse business impact of our proposed merger with Varian Medical Systems, Inc. that was terminated due to antitrust objections from the U.S. Department of Justice, and the temporary effects of a major reorganization and expansion of our domestic sales force. Net software sales increased 17.8% from $20.0 million in fiscal 2000 to $23.6 million in fiscal 2001. Sales of new imaging systems accounted for $2.0 million of the $3.6 million increase, sales of radiation oncology systems accounted for $1.4 million, and sales of our medical oncology systems accounted for $359,000, and were offset by decreases in registry software sales of $153,000 and sales of third-party products of $105,000. Maintenance and services increased 34.3% from $7.7 million in fiscal 2000 to $10.3 million in fiscal 2001. Sales of maintenance and support contracts contributed $2.4 million and additional training and installation contributed $208,000 of the total increase in maintenance and services. Maintenance and services revenues were not affected by the economic slowdown, the impact of the proposed merger with Varian or the reorganization and expansion of our sales force and thus increased as a percentage of total net sales.

Cost of Sales. Cost of sales increased 27.6% from $7.5 million in fiscal 2000 to $9.6 million in fiscal 2001. As a result, our gross margin decreased from 72.7% in fiscal 2000 to 71.6% in fiscal 2001. Labor expenses incurred during installation and training comprised a large portion of cost of sales and contributed $686,000 to the increased cost of sales. Because our revenue recognition is dependent on headcount in the client service function, we hired additional client service personnel to meet forecasted requirements for fiscal 2002. As a result, overhead allocated to client service personnel increased by $1.0 million. In addition, expenses relating to the support of our installed software, which are comprised of continuing engineering costs and telecommunication fees, increased by $495,000 in fiscal 2001.

Research and Development. Research and development expenses increased 39.6% from $4.5 million in fiscal 2000 to $6.3 million in fiscal 2001. As a percentage of total net sales, research and development expenses increased from 16.2% in fiscal 2000 to 18.5% in fiscal 2001. The increase was primarily attributed to $1.8 million in labor and related overhead expenses for additional headcount to accelerate product development. In addition, we incurred new development license fees of $78,000 in fiscal 2001 relating to new product features under development for our electronic medical record. Subsequent to the release of these new features, future license and royalty fees will be included in cost of sales.

Sales and Marketing. Sales and marketing expenses increased 45.5% from $6.4 million in fiscal 2000 to $9.3 million in fiscal 2001. As a percentage of total net sales, sales and marketing expenses increased from 23.0% in fiscal 2000 to 27.3% in fiscal 2001. The largest factor in the increase was $1.9 million in labor and related overhead costs related to the significant expansion and restructuring of the domestic sales force and the

addition of several product marketing positions. As a result of the expansion of the sales force, commissions increased by $266,000, and travel expenses increased by $269,000 compared to fiscal 2000. Marketing communications also increased by $363,000 due to increased promotions and public relations efforts.

General and Administrative Expenses. General and administrative expenses increased 55.1% from $2.3 million in fiscal 2000 to $3.6 million in fiscal 2001. As a percentage of total net sales, general and administrative expenses increased from 8.5% in fiscal 2000 to 10.8% in fiscal 2001. The default of two sub-lease tenants on assumed rental obligations accounted for $386,000 of the $1.3 million increase in fiscal 2001, labor and related overhead expenses accounted for $496,000, higher business insurance premiums accounted for $102,000 and increased executive and administrative travel expenses accounted for $150,000.

In-Process Research and Development. We recorded a write-off of in-process research and development in the amount of $511,000 in fiscal 2001 and $308,000 in fiscal 2000 due to an analysis allocating the purchase price paid for certain intellectual property in that period.

Merger Related Costs. In connection with our proposed merger with Varian Medical Systems, Inc., which was terminated due to antitrust objections by the U.S. Department of Justice, we incurred $578,000 in additional legal and accounting fees in fiscal 2000.

Amortization of Goodwill and Other Intangible Assets. Amortization expenses decreased 54.5% from $793,000 in fiscal 2000 to $361,000 in fiscal 2001. The decrease was primarily due to the expiration of amortization periods relating to acquired products in prior years.

Operating Income. Operating income decreased 20.2% from $5.3 million in fiscal 2000 to $4.2 million in fiscal 2001. Our net sales increased 22.3% compared to fiscal 2000 while cost of sales and total operating expenses increased at 32.3% in fiscal 2001. The slower rate of increase in net sales together with our decision to develop new products and significantly expand our sales and marketing capabilities resulted in lower operating income. In addition, our write-off of $511,000 of purchased in-process research and development from CareCore contributed to lower operating income in fiscal 2001, and our $578,000 merger related costs contributed to lower operating income in fiscal 2000.

Interest and Other Income, Net. Interest and other income, net increased 8.9% from $508,000 in fiscal 2000 to $512,000 in fiscal 2001. The rate of interest income generated from investments in short and long-term marketable securities declined due to decreasing interest rates in fiscal 2001. Also in fiscal 2000, we wrote-down our note receivable to a balance we deemed to be collectible and recorded a $691,000 charge against other income.

Income Taxes. Our effective tax rate was 35.8% in fiscal 2001 compared to 39.3% in fiscal 2000, and we had no federal income tax loss carry forwards. The lower tax rate was primarily due to a decrease in operating income and the use of research and development credits.

Comparison of Years Ended September 30, 2000 and 1999

Net Sales. Net sales increased 34.0% from $20.7 million in fiscal 1999 to $27.7 million in fiscal 2000 primarily due to increased software sales in the radiation and medical oncology markets. Net software sales increased 32.6% from $15.1 million in fiscal 1999 to $20.0 million in fiscal 2000. Sales of new systems in radiation oncology, due in part to the accelerated adoption of new systems for customers dealing with year 2000 compliance issues, accounted for $2.6 million of the $4.9 million increase, sales of additional product modules to our existing customers accounted for $1.1 million, sales of imaging products accounted for $305,000 and sales of our medical oncology software products accounted for $639,000. Maintenance and services also increased 37.7% from $5.6 million in fiscal 1999 to $7.7 million in fiscal 2000 primarily due to a larger installed customer base.

Cost of Sales. Cost of sales increased 35.4% from $5.6 million in fiscal 1999 to $7.5 million in fiscal 2000. As a result, our gross margin decreased from 73.0% in fiscal 1999 to 72.7% in fiscal 2000. Our increase in

spending was generally in line with our net sales growth rate for fiscal 2000. However, we experienced increased salary levels as a result of strong demand for new employees and marginally higher travel expenses related to time sensitive year 2000 implementations. Labor and related overhead expenses incurred during installation and training accounted for $1.1 million of the increase. Expenses relating to the support of our installed software, which are comprised of continuing engineering costs and telecommunication fees, increased by $273,000, and travel expenses increased by $253,000 from fiscal 1999.

Research and Development. Research and development expenses increased 33.4% from $3.4 million in fiscal 1999 to $4.5 million in fiscal 2000. As a percentage of total net sales, research and development expenses decreased from 16.3% in fiscal 1999 to 16.2% in fiscal 2000. Labor related overhead expenses accounted for $897,000 of the increase. Outside service expenses for contract engineers increased by $120,000.

Sales and Marketing. Sales and marketing expenses increased 26.5% from $5.0 million in fiscal 1999 to $6.4 million in fiscal 2000. As a percentage of total net sales, sales and marketing expenses decreased from 24.1% in fiscal 1999 to 23.0% in fiscal 2000. Sales commissions increased by $352,000 and marketing communications expenses increased by $325,000, each due to significant growth of net sales in fiscal 2000. Due to the tight labor market in 2000, we experienced difficulty hiring new employees for product marketing. However, we did increase headcount in this area, which resulted in increased labor and related overhead expenses of $515,000.

General and Administrative. General and administrative expenses increased 71.3% from $1.4 million in fiscal 1999 to $2.3 million in fiscal 2000. As a percentage of total net sales, general and administrative expenses increased from 6.6% in fiscal 1999 to 8.5% in fiscal 2000. The increase in fiscal 2000 was primarily due to a $286,000 estimated tax reserve, increased facility and infrastructure expenses of $284,000, higher business insurance premiums of $50,000 and increased legal and accounting professional fees of $123,000.

In-Process Research and Development. We recorded a write-off of in-process research and development in the amount of $308,000 in fiscal 2000 due to an analysis allocating the purchase price paid for certain intellectual property in that period.

Amortization of Goodwill and Other Intangible Assets. Amortization expenses increased 21.7% from $652,000 in fiscal 1999 to $793,000 in fiscal 2000. The increase related to amortization of intangibles from the acquisition of MC² in April 2000.

Operating Income. Operating income increased 12.4% from $4.7 million in fiscal 1999 to $5.3 million in fiscal 2000. The primary factors causing lower operating income as a percentage of net sales in fiscal 2000 were a significant increase in general and administrative expenses associated with our move to a new facility and expansion of our staff, merger related costs and a write-off of purchased in-process research and development from MC². In addition, our move to a new facility and improvements in operational infrastructure added marginal overhead increases to all functions in fiscal 2000.

Interest and Other Income, Net. Interest and other income, net increased 39.2% from $364,000 in fiscal 1999 to $508,000 in fiscal 2000 related to income generated from excess cash balances invested in short and long term marketable securities.

Income Taxes. Our effective tax rate was 39.0% in fiscal 1999 compared to 39.3% in fiscal 2000, and we had no federal income tax loss carry forwards.

Selected Quarterly Results of Operations

The following table sets forth financial data for the six quarters ended March 31, 2002. This quarterly information is unaudited, has been prepared on the same basis as the annual financial statements and, in our opinion, reflects all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the information for periods presented. Operating results for any quarter are not necessarily indicative of results for any future period.

	Three Months Ended
	Dec. 31 2000			Mar. 31 2001			June 30 2001			Sept. 30 2001			Dec. 31 2001			Mar. 31 2002
	(unaudited, in thousands except per share data)
Consolidated Statement of Operations Data:
Net sales	$	6,583		$	8,289		$	9,138		$	9,847		$	8,616		$	11,820
Cost of sales		2,086			2,440			2,326			2,779			2,547			2,986

Gross profit		4,497			5,849			6,812			7,068			6,069			8,834
Operating expenses		4,156			5,116			5,159			5,605			5,421			6,398

Operating income		341			733			1,653			1,463			648			2,436
Net income		290			575			1,144			1,008			477			1,586
Accretion of redeemable convertible preferred stock		(184	)		(613	)		(308	)		(326	)		(1,804	)		(3,178	)

Net income (loss) available to common stockholders	$	106		$	(38	)	$	836		$	682		$	(1,327	)	$	(1,592	)

Net income (loss) per common share:
Basic	$	0.02		$	(0.01	)	$	0.14		$	0.11		$	(0.22	)	$	(0.26	)

Diluted	$	0.02		$	(0.01	)	$	0.13		$	0.11		$	(0.22	)	$	(0.26	)

Weighted-average shares used in computing net income (loss) per common share:
Basic		6,015			6,015			6,017			6,020			6,025			6,027

Diluted		6,553			6,015			6,297			6,297			6,025			6,027

Our operating results have fluctuated from quarter to quarter due to a variety of reasons. We discuss below some of the larger changes in various line items in the table above.

Net Sales. During the first quarter ending December 31 of each fiscal year, our software license sales tend to decrease due to seasonality matters relating to our installation process. Our installation and training process for new customers is dependent on our ability to be on-site to recognize revenue. Our first fiscal quarter includes two major holiday seasons and a major industry trade show that affect nearly four weeks of the quarter, resulting in less time for us to perform the implementation necessary to recognize software revenues.

Cost of Sales. Cost of sales tends to be higher as a percentage of total net sales in the first quarter ending December 31 of each fiscal year due to the seasonal impact of total net sales in the same quarter. A significant portion of cost of sales is fixed since our delivery and installation process is dependent on headcount.

Operating Expenses. Operating expenses tend to be higher as a percentage of total net sales in the first quarter ending December 31 of each fiscal year due to the seasonal impact affecting recognition of revenue for our software sales in the same quarter. In addition, the most significant tradeshow that we attend occurs within the quarter ending December 31, which increases our sales and marketing expenses. In the quarter ended March 31, 2001, we wrote off a significant amount of purchased in-process research and development, which resulted in a net income margin for the quarter much lower than normal.

Accretion of Redeemable Convertible Preferred Stock. Each reporting period, the carrying value of the redeemable convertible preferred stock is increased by periodic accretions, using the effective interest method, so that the carrying amount will equal the redemption value at the redemption date. These increases are effected through charges against retained earnings.

We believe that quarterly revenues and operating results are likely to vary significantly in the future and that quarter to quarter comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance.

Backlog

As of March 31, 2002, we had a backlog of $27.8 million compared to a backlog of $20.0 million as of March 31, 2001. Our backlog is comprised of deferred revenues for system sales for which we have signed agreements that we expect to be implemented within the next twelve months and maintenance and support services for which we have signed agreements and expect to provide services within the next twelve months. We cannot assure you that contracts included in backlog will generate the specified revenues or that these revenues will be fully recognized within the twelve-month period.

Seasonality

Historically, we have experienced a seasonal pattern in our operating results related primarily to revenues, with our first quarter typically having the lowest revenues followed by significant revenue growth in the subsequent quarters of our fiscal year. In particular, we have experienced strong revenue growth in the fourth quarter that we believe to be related to the year end of many of our customers’ budgetary cycles. We believe the seasonality of our revenue in the first quarter is due to the impact of the holiday season and a major industry trade show on the on-site portion of the implementation process. Net income levels are typically the lowest in our first fiscal quarter with significant improvement occurring in sequential quarters.

In addition, the implementation of a significant contract previously included in backlog could generate a large increase in revenue and net income for any given quarter or fiscal year, which may prove unusual when compared to changes in revenue and net income in other periods. Furthermore, we typically experience long sales cycles for new customers, which may extend over several quarters before a sale is consummated and a customer implementation occurs. As a result, we believe that quarterly results of operations will continue to fluctuate and that quarterly results may not be indicative of future periods. The timing of revenues is influenced by a number of factors, including the timing of individual orders, customer implementations and seasonal customer buying patterns.

Liquidity and Capital Resources

We have financed our operations since inception primarily through cash from operating activities and a $4.0 million private placement of equity in 1996. Cash, cash equivalents and available-for-sale securities were $11.8 million at September 30, 1999, $12.4 million at September 30, 2000, $17.9 million at September 30, 2001 and $20.2 million at March 31, 2002.

Net cash provided by operating activities was $5.4 million in fiscal 1999, $4.0 million in fiscal 2000, $7.1 million in fiscal 2001 and $3.4 million for the six months ended March 31, 2002. For those periods, cash provided by operating activities was primarily attributable to net income after adjustment for non-cash charges related to depreciation and amortization, provision for doubtful accounts, increases in receivables, inventories and other prepaid expenses. We incurred non-cash charges related to write-offs of in-process research and development of $308,000 in fiscal 2000 and $511,000 in fiscal 2001. In fiscal 2000, we also incurred a non-cash charge of $119,000 relating to the write-down of an investment that was deemed as impaired, as well as a note receivable issued to a related party at $1.0 million that was written-down to $309,000. These increases in use of

cash in operations were offset in part by increases in customer deposits, deferred revenue, accounts payable and other accrued liabilities.

Net cash used in investing activities was $2.6 million in fiscal 1999, $3.8 million in fiscal 2000, $2.0 million in fiscal 2001 and $1.0 million for the six months ended March 31, 2002. In fiscal 1999, cash used in investing activities was primarily due to the net purchases of $2.1 million in marketable securities. In fiscal 2000, cash used in investing activities was attributed to the purchase of $2.9 million in capital assets relating to a major facility expansion of our corporate headquarters and technology infrastructure upgrade as well as $879,000 to purchase MC². In fiscal 2001, cash used in investing activities primarily related to the purchase of $1.4 million in capital assets relating to an expansion office located in Henderson, Nevada and $231,000 for the purchase of the intellectual property of CareCore.

Net cash provided by (used in) financing activities was $(4,000) in fiscal 1999, $352,000 in fiscal 2000, $(46,000) in fiscal 2001, and $(11,000) for the six months ended March 31, 2002. Cash provided by financing activities was due to proceeds from the issuance of common shares of $33,000 in fiscal 1999, $378,000 in fiscal 2000, $4,000 in fiscal 2001 and $38,000 for the six months ended March 31, 2002 that was offset by lease payments of $9,000 in fiscal 1999, $26,000 in fiscal 2000, $50,000 in fiscal 2001 and $28,000 for the six months ended March 31, 2002. In addition, the issuance of common stock was offset by the repurchase of common stock in the amounts of $29,000 in fiscal 1999 and $21,000 for the six months ended March 31, 2002.

In fiscal 2000, we entered a capital lease for the purchase of furniture for our corporate headquarters. This capital lease is scheduled to be fully repaid in February 2005. The interest rate for this financing is 13.54% per year and equates to an aggregate monthly payment of $7,000. As of March 31, 2002, the principal balance outstanding on the capital lease totaled $209,000. We have granted a security interest to the lenders in all furniture covered by this lease.

The following table describes our commitments to settle contractual obligations in cash not recorded on the balance sheet as of March 31, 2002.

Fiscal Year	Property Leases		Operating Leases		Telecommunications Contracts		Total Future Obligations
2002	$	975,000	$	29,000	$	178,000	$	1,182,000
2003		1,943,000		58,000		321,000		2,322,000
2004		1,948,000		49,000		121,000		2,118,000
2005		1,948,000		23,000		—		1,971,000
2006		1,659,000		5,000		—		1,664,000
2007		709,000		—		—		709,000

In October 1996, we raised $4.0 million through the sale of redeemable convertible preferred shares. Upon the effectiveness of this offering, the redeemable convertible preferred shares will convert into our common stock and the total value of the redeemable convertible preferred stock that has been recorded in relation to the original redemption date of September 27, 2002 will be reallocated to additional paid-in capital less the stated par value.

We expect to increase capital expenditures consistent with our anticipated growth in infrastructure and personnel. We also may increase our capital expenditures as we expand our product lines or invest in new markets. We believe that the net proceeds from the common stock to be sold in the offering, together with available funds and cash generated from operations will be sufficient to meet our operating requirements, assuming no change in the operations of our business, for at least the next 18 months.

Qualitative and Quantitative Disclosure about Market Risk

The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial results.

We have been exposed to interest rate risk as it applies to our limited use of debt instruments and interest earned on holdings of long and short-term marketable securities. Interest rates that may affect these items in the future will depend on market conditions and may differ from the rates we have experienced in the past. A 10% change in interest rates would not be material to our results of operations. We reduce the sensitivity of our results of operations to these risks by maintaining an investment portfolio, which is primarily comprised of highly rated, short-term investments. We do not hold or issue derivative, derivative commodity instruments or other financial instruments for trading purposes.

We have operated mainly in the United States and greater than 99% of our sales were made in U.S. dollars in each of the fiscal years 1999, 2000, 2001 and the six months ended March 31, 2002. Accordingly, we have not had any material exposure to foreign currency rate fluctuations. Currently, all of our international distributors denominate all transactions in U.S. dollars. However, as we sell to customers in the United Kingdom and Europe through our recently formed UK subsidiary a majority of those sales may be denominated in euros or pounds sterling. The functional currency of our new UK subsidiary is pounds sterling. Thus, exchange rate fluctuations between the euro and pounds sterling will be recognized in the statements of operations as these foreign denominated sales are remeasured by our UK subsidiary. As exchange rate fluctuations occur between pounds sterling and the U.S. dollar, these fluctuations will be recorded as cumulative translation adjustments within stockholders’ equity as a component of accumulated other comprehensive income as our UK subsidiary is translated into U.S. dollars for consolidation purposes.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board, or FASB, issued SFAS No. 141 “Business Combinations,” which establishes financial accounting and reporting for business combinations and supersedes APB Opinion No. 16, Business Combinations, and FASB Statement No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises. SFAS No. 141 requires that all business combinations be accounted for using one method, the purchase method. The provisions apply to all business combinations initiated after June 30, 2001.

In July 2001, the FASB issued SFAS No. 142 “Goodwill and Other Intangible Assets,” or SFAS No. 142, which establishes financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other assets, but not those acquired in a business combination, should be accounted for in financial statements upon their acquisition, and after they have been initially recognized in the financial statements. The provisions of SFAS No. 142 are effective for fiscal years beginning after December 15, 2001. In accordance with SFAS No. 142, beginning October 1, 2002, goodwill will not be amortized but rather, we will perform an assessment for impairment at least annually by applying a fair-value-based test. We will also reclassify the unamortized balance of acquired workforce to goodwill.

In October 2001, the FASB issued SFAS No.144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” or SFAS No. 144. SFAS No. 144 addresses significant issues relating to the implementation of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and develops a single accounting method under which long-lived assets that are to be disposed of by sale are measured at the lower of book value or fair value less cost to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that can

be distinguished from the rest of the entity and will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and its provisions are to be applied prospectively. We will adopt SFAS No. 144 beginning for the fiscal year ended September 30, 2003. We do not expect the adoption of SFAS No. 144 to have a significant impact on our financial position or on our results of operations.

In April 2002, the FASB issued SFAS No. 145 “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” or SFAS No. 145, which eliminates inconsistencies between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002 and for transactions occurring after May 15, 2002. We will adopt SFAS No. 145 for the fiscal year ending September 30, 2003. We do not expect the adoption of SFAS No. 145 to have a significant impact on our financial position or on our results of operations.

Critical Accounting Policies

Financial Reporting Release No. 60, which was recently released by the Securities and Exchange Commission, requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. Note 2 of the Notes to the Consolidated Financial Statements includes a summary of the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements. The following is a brief discussion of the more significant accounting policies and methods used by us.

Revenue Recognition

Statement of Position 97-2, “Software Revenue Recognition,” as amended, or SOP 97-2, generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on vendor-specific objective evidence. For hardware transactions where no software is involved, we apply the provisions of Staff Accounting Bulletin 101 “Revenue Recognition.”

The fee for multiple-element arrangements is allocated to each element of the arrangement, such as maintenance and support, based on the relative fair values of the elements. We determine the fair value of each element in multi-element arrangements based on vendor-specific objective evidence for each element, which is based on the price charged when the same element is sold separately. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.

We recognize revenue from the sale of software licenses when persuasive evidence of an arrangement exists, the product has been accepted, the fee is fixed or determinable, and collection of the resulting receivable is probable. Acceptance generally occurs when the product has been installed, training has occurred and the product is in clinical use at the customer site. For distributor related transactions, acceptance occurs with delivery of software registration keys to the distributor’s order fulfillment department. At the time of the transaction, we assess whether the fee associated with our revenue transactions is fixed or determinable and whether or not collection is probable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction.

over the contract term. Our training and consulting services are billed based on hourly rates, and we generally recognize revenue as these services are performed.

Allowance for Doubtful Accounts

Our estimate for the allowance for doubtful accounts related to trade receivables is based on two methods. The amounts calculated from each of these methods are combined to determine the total amount reserved. First, we evaluate specific accounts where we have information that the customer may have an inability to meet its financial obligations. In these cases, we use our judgment, based on the best available facts and circumstances, and record a specific reserve for that customer against amounts due to reduce the receivable to the amount that is expected to be collected. These specific reserves are reevaluated and adjusted as additional information is received that impacts the amount reserved. Second, a general reserve is established for all customers based on a percentage applied to the outstanding receivable amount. This percentage is based on historical collection and write-off experience. If circumstances change such as higher than expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligation to the company, our estimates of the recoverability of amounts due us could be reduced by a material amount.

Deferred Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. If there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to establish a valuation allowance against all or a significant portion of our deferred tax assets resulting in a substantial increase in our effective tax rate and a material adverse impact on our operating results.

Goodwill, Intangible and Other Long-Lived Assets

In June 2001, FASB issued SFAS No. 141 and SFAS No. 142. SFAS No. 141 requires the purchase method of accounting for all business combinations after June 30, 2001 and that certain acquired intangible assets in a business combination be recognized as assets separate from goodwill. We will apply SFAS No. 141 in our allocation of the purchase price of the Intellidata acquisition. Accordingly, we will identify and allocate a value to goodwill and other intangibles based on our judgment and an independent appraisal. SFAS No. 142 requires that goodwill and other intangibles determined to have an indefinite life are no longer to be amortized but are to be tested for impairment at least annually. We are planning to adopt SFAS 142 as of October 1, 2002. Historically, intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We will be conducting a formal valuation of remaining intangible assets within six months of adoption that will also require us to use our judgment and could require us to write down the carrying value of our goodwill and other intangible assets in future periods. Property, equipment, intangible and certain other long-lived assets are amortized over their useful lives. Useful lives are based on management’s estimates of the period that the assets will generate revenue.

BUSINESS

We are a leading provider of information technology systems for cancer care. Our products provide integrated clinical and administrative solutions to manage the complexities of cancer care, from detection and diagnosis through treatment and follow-up. Cancer centers require specialized IT to administer complex treatments, to integrate advanced medical devices, to provide data aggregation and to meet reporting requirements. In addition to satisfying these needs, our systems also improve the delivery of cancer care by enhancing patient safety, enabling advanced therapies, streamlining process management and facilitating communications.

We sell our systems to university teaching hospitals, community and government hospitals, freestanding cancer centers and private practices. Our modular design provides cancer centers the flexibility to fulfill their initial IT needs and easily expand their system over time. We install our systems in facilities that range from small departments with less than five users to national delivery networks with hundreds of users. Our products are installed in more than 1,500 facilities in 52 countries, and our customers include 32 of the top 50 U.S. cancer hospitals as ranked by U.S. News & World Report in July 2001.

Industry Overview

Growth in Healthcare and Information Technology Spending

The healthcare industry is the largest sector in the U.S. economy. The Centers for Medicare and Medicaid Services estimates that healthcare expenditures in the United States will increase from $1.3 trillion in 2000, or approximately 13% of U.S. gross domestic product, to $2.8 trillion in 2011, or approximately 17% of U.S. gross domestic product. Industry analysts expect U.S. healthcare providers to increase their annual investment in IT hardware, software and support services from $21 billion in 2001 to $32 billion in 2005. Although the United States will likely remain the world’s largest single market, the healthcare IT markets in Western Europe and the Pacific Rim also continue to grow. Industry analysts expect healthcare providers in Western Europe to increase their annual investment in IT hardware, software and support services from $17 billion in 2001 to $27 billion in 2005, and healthcare providers in the Pacific Rim to increase their annual investment from $4 billion in 2001 to $7 billion in 2005.

Specialized Treatment of Cancer

Cancer is the second leading cause of death in the United States after heart disease, and, as of 1997, there were approximately nine million cancer survivors in the United States, either cured of the disease or living with it while undergoing long-term treatment. The Centers for Medicare and Medicaid Services estimates that $757 billion was spent in the United States for physician, clinical and hospital care services in 2001, and the National Institutes of Health estimates that $56 billion was spent on cancer care during the same period. The American Cancer Society estimates that, excluding certain skin cancers and non-invasive tumors, there will be approximately 1.3 million new cancer cases in the United States in 2002. The incidence of cancer increases significantly among people over the age of 55, according to the American Cancer Society. The U.S. Census Bureau expects the number of U.S. residents who are age 55 or older to increase from approximately 61 million in 2002 to over 85 million by 2015.

Cancer is a general term for over 100 diseases characterized by uncontrolled growth and spread of abnormal cells. Cancer may attack anywhere in the body, varies significantly in structure and behavior, and can be detected at any stage in its progression. The diagnosis and treatment of cancer requires the careful coordination of many different healthcare specialists through a long and complex process. Cancer may be detected in many ways, such as a physical exam, a routine mammogram or a standard blood test. Once cancer is detected, physicians determine the type and extent of the disease by radiological imaging studies and various diagnostic tests, such as the pathological examination of a tumor biopsy. Upon diagnosis of the patient, an oncologist, a physician specializing in the study and treatment of cancer, assumes responsibility for the patient’s cancer treatment as well as many of the responsibilities of the primary care physician. The oncologist prescribes the best course of

treatment based on the location, type and extent of the disease, and oversees the patient’s therapy, often lasting several months or years. Upon completion of therapy, the patient’s progress is tracked for five or more years to evaluate the effectiveness of the treatment.

Oncologists are generally segmented into three disciplines: surgical oncologists specialize in the surgical removal of cancerous tumors; medical oncologists treat cancer patients with chemotherapy; and radiation oncologists treat cancer patients with radiation. Oncologists treat patients in a variety of settings, including university teaching hospitals, community and government hospitals, freestanding cancer centers and physician offices. In the United States, over 3,200 hospitals and more than 4,100 other practice locations provide cancer treatment services. These facilities offer specialized services and are equipped either to mix and administer highly toxic chemotherapy drugs or to deliver large radiation doses using sophisticated medical devices, and in many cases both.

Need for Specialized Information Technology in Cancer Care

Many healthcare IT systems provide basic administrative and clinical functions, but do not satisfy the specialized requirements of cancer care. Cancer care is an information intensive discipline that requires sophisticated and specialized information systems to manage the complex detection, diagnosis, treatment and follow-up processes. Cancer treatment is becoming increasingly complex due to the rapid introduction of new chemotherapy drugs and the evolution of sophisticated radiation therapy planning and delivery technologies. Cancer care requires specialized information technology solutions that address the following factors:

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Treatment Complexity. The complex process of ordering, scheduling, delivering treatments and monitoring cancer patients exceeds the capabilities generally available in other healthcare IT systems. Cancer can be treated in several ways, including surgery, chemotherapy or radiation therapy, and commonly is treated with a combination of these methods. There are hundreds of chemotherapy regimens, consisting of multiple drugs administered together or separately through a variety of delivery methods and in a variety of patterns. There are also numerous ways to deliver radiation, each requiring imaging, computer-aided planning and delivery devices. These complex treatment options are often administered in multiple settings and range in duration from a single day for surgery to months for radiation and possibly years for chemotherapy.

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Device Connectivity. To treat patients, cancer centers use multiple medical devices, often from different manufacturers, interfaced with a specialized IT system. Radiation oncology relies on medical devices that allow the oncologist to plan and deliver radiation treatments accurately and effectively. For example, Intensity Modulated Radiotherapy, or IMRT, is a new treatment method that is gaining widespread acceptance. IMRT requires digital image studies and complex algorithms to manipulate thousands of discrete pieces of information to deliver accurately the prescribed dose of radiation to a tumor volume while minimizing damage to surrounding tissue. It is inefficient and potentially unsafe to plan, set up, verify, deliver and record IMRT treatments without a specialized IT solution. Similarly, medical oncology relies on specialized IT systems to link medical devices, such as blood analyzers, to report critical lab information before the administration of chemotherapy.

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Patient Safety. Chemotherapy and radiation therapy offer potentially life saving treatments for cancer patients, but they can be lethal if improperly administered. Among other requirements, cumulative doses of radiation and some chemotherapy agents must be carefully calculated and tracked over the patient’s lifetime to prevent treatment-related side effects or death. In 1999, the Institute of Medicine, or IOM, published a report detailing the high rate of avoidable errors in patient care. One of the catalysts for the IOM report was the accidental overdose and death of a cancer patient receiving chemotherapy. The IOM report identified medication and pharmacy errors as significant causes of death and injury and called for the expanded use of information technology to improve patient safety. Similarly, the Leapfrog Group, a consortium of large employers whose members reportedly spend $53 billion annually on healthcare, has encouraged healthcare providers to invest in information technology to prevent avoidable medical errors, enhance patient safety and improve the quality of clinical processes.

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Reporting and Long-Term Follow-up. Federal, state and a number of foreign regulators require healthcare providers to track incidences of cancer and long-term treatment outcomes, and report detailed data to central cancer registries on a periodic basis, allowing long-term cancer treatment results to be quantified. Healthcare providers increasingly use information management software to comply with these tracking and reporting requirements.

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HIPAA. The Healthcare Insurance Portability and Accountability Act, or HIPAA, requires the implementation of new federal regulations to establish standards for information sharing, security and patient confidentiality in healthcare organizations. We believe HIPAA will require advanced information technology to enable cancer care providers to comply with these emerging requirements.

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Provider Organizations. Cancer care provider organizations are becoming increasingly complex and decentralized. Organizations are adding geographically disparate locations to support larger numbers of physicians and multiple specialties. These changes require scalable solutions with the ability to remotely monitor, control, record and disseminate information generated at each care facility to maintain and enhance clinician productivity and quality.

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Clinical Trials. Cancer therapy is also characterized by many clinical trials conducted to validate the efficacy and safety of new cancer treatments. Clinical trials require that specific procedures be performed in a structured sequence and timeline, that precise dosage instructions be followed and that quantified patient indications be assessed, documented and reported.

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Choice and Information. Increasingly, consumers are involved in choosing their healthcare providers and their treatment options. In particular, with life-threatening diseases such as cancer, patients and their families are highly motivated to seek out and understand as many treatment alternatives as possible. Patients also want to communicate more effectively with their providers, including the possibility of self-monitoring and reporting, which may ultimately enhance the overall quality of patient care.

The IMPAC Solution

We develop specialized IT solutions that improve the delivery of cancer care by enhancing patient safety, enabling advanced therapies, streamlining process management and improving communications. Key elements of our solutions include:

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Oncology IT Systems. We provide oncology IT systems with the data and process sophistication required to address the complexities of cancer care. Sophisticated order management is a critical component of our systems because cancer specialists write complex chemotherapy and radiation therapy orders. Daily patient treatments are verified against orders and other planning and monitoring parameters to enhance overall patient safety. Our disease-specific assessments and structured-noting templates enable cancer specialists to share detailed assessments and transcriptions with referring physicians and other members of the patient’s cancer care team. Digital images, essential to cancer diagnosis and treatment, also are managed as an integral part of our systems.

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Device Integration. Our systems connect directly to medical devices used in cancer care. The quantity of detailed data required by the oncology team is impractical to enter manually into an electronic medical record. To be an effective solution, an oncology IT system must support the electronic transfer of information from a variety of medical devices with different interfaces. We are a leader in oncology device integration, connecting radiation therapy planning, imaging and treatment devices, to streamline complex treatment methods, such as IMRT. Our systems connect to laboratory devices and drug dispensing systems to expedite the chemotherapy process. Our systems’ ability to integrate many devices allows cancer centers to make medical device and IT purchasing decisions without being bound to a particular equipment manufacturer.

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Administrative Integration. Our oncology IT systems include a fully integrated practice management system that automates time-intensive administrative tasks, such as authorization, scheduling and billing, and is a data repository that substantiates both clinical and business actions. We provide the

comprehensive tools required to run a practice efficiently and ensure that patients receive appropriate care. Our systems also integrate with all major enterprise level healthcare IT systems.

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Data Aggregation and Reporting. We provide a full line of data aggregation and reporting tools that provide customers with the ability to manage data for large population bases. These products help cancer centers meet federal, state and foreign regulatory requirements for reporting on cancer cases, and enable government entities, corporate healthcare organizations, large physician practices and pharmaceutical researchers to generate or access the data required to effectively review, analyze and improve clinical outcomes.

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Adaptable Design. We design our systems to satisfy the evolving and increasingly complex needs of multi-specialty oncology care, which has treatment characteristics similar to other chronic diseases. Our systems also support the oncologist’s role as the patient’s primary care physician during cancer treatment. We believe, therefore, our systems are adaptable to other chronic disease specialties requiring long-term episodic care as well as the needs of a general provider practice.

Our Strategy

Our objective is to enhance our leadership position in oncology IT systems, become the leading provider of healthcare IT solutions for cancer care generally, and expand into new markets for the treatment of other chronic diseases. Key elements of our strategy include:

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Expand Our Oncology IT Solution. We will continue to enhance and expand our product offerings to meet the evolving demands and complexity of oncology. We are a leading provider of oncology IT systems due to the breadth and depth of our product functionality, our experience in developing patient safety related products, the large number of medical device interfaces we support for a variety of different vendors’ equipment, the enterprise system integration capabilities our systems provide, and the flexibility we have in configuring and deploying our solutions. For example, we are enhancing our core products to take advantage of a web-based extension that will provide secure access to key clinical and administrative patient data from both desktop browsers and handheld-wireless devices, thus allowing clinicians to access critical data whenever and wherever it is needed.

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Expand Sales to Our Existing Customers. We believe there is a significant opportunity to sell additional products to our existing customers as most of these facilities have only a subset of our available products. For example, the recent emergence of IMRT as a treatment approach is a significant opportunity for us as our customers add this new capability, which requires additional IT support. Adoption of IMRT is also increasing demand for our imaging products because medical imaging is critical to the IMRT process. We also intend to expand our existing marketing relationships and establish new marketing relationships with manufacturers of devices and systems to provide complementary solutions to our customers.

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Expand Our Customer Base within Oncology. We intend to expand our existing market position within oncology by selling to the large portion of the market that has yet to make an investment in a specialized oncology IT solution. We believe our leading products, experience in device connectivity, large number of customers, strength of sales and distribution capabilities and customer service will help us attract new customers.

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Expand Our Worldwide Sales. We intend to expand internationally, particularly in Western Europe and the Pacific Rim. In 2001, less than 10% of our net sales were outside the United States, most of which were sold through our distribution relationship with Siemens Medical Systems. In January 2002, we initiated a direct marketing and sales effort in Europe with the opening of our first international sales and support office in the United Kingdom. We have also engaged additional distributors for Italy and Japan. We believe our systems are particularly applicable to international cancer centers, which typically provide centralized, comprehensive cancer care.

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Expand into New Markets. The medical expertise and technical complexity required of our IT systems in the detection, diagnosis, treatment and follow-up of cancer are comparable to those required by other chronic disease specialties related to cancer. Accordingly, we are expanding the marketing and sales of our products to other practice areas, such as urology. Furthermore, we believe we can sell our products to other chronic disease specialties because our systems are designed to address the evolving and increasingly complex needs of multi-specialty oncology care, which has treatment characteristics similar to other chronic diseases.

We also intend to pursue selective acquisitions that will add incremental functionality to our oncology solution and open new market opportunities for us in medical specialties beyond oncology. For example, we recently acquired a laboratory information system that imports laboratory results into our oncology IT systems. Although we currently have no commitment, arrangement or understanding for any future acquisition, we intend to target strategic acquisitions of businesses or products that we believe will help us achieve our overall goals.

Our Products

Our oncology IT systems integrate business functions, such as scheduling and billing, with an electronic medical record, or EMR, specialized for oncology. The result is a comprehensive integrated solution that improves overall communication, efficiency and quality of care. Our modular design allows cancer centers to acquire a system to meet their initial needs and easily expand it over time. Installation sizes range from small departments with less than five users to national delivery networks with hundreds of users. Our systems are available in both single and multi-department configurations, and are designed to exchange data and images with hospital information and imaging systems to easily co-exist in a hospital environment. Our software applications can be installed on the customer’s conventional or wireless networks, or accessed through the Internet using our remote application hosting service.

IMPAC ONCOLOGY IT SOLUTION

Electronic Medical Record

Our EMR is a computerized patient record with specialized features for chemotherapy and radiation therapy, thereby providing clinicians with a complete picture of cancer care. Major functions include:

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an order entry and management system customized to process complex chemotherapy and radiation therapy regimens, as well as routine orders for laboratory tests, diagnostic images and other procedures;

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a structured noting system that reduces the need for transcription services by helping physicians document patient encounters using pre-defined, disease-based templates, which enhances the completeness and accuracy of documents and reduces the risk of improperly documenting care and thus incorrect billing;

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a quantified nursing assessment tool based on pre-defined templates to facilitate the input of general and treatment-specific assessment criteria; and

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a documentation management system that streamlines review, edit, approval and electronic distribution of patient records.

Device Connectivity

Our systems connect directly to the devices that are integral to the oncology treatment process, including all devices required to deliver complex radiation therapy treatments such as IMRT. Our systems connect to virtual simulation systems, radiation therapy planning systems, linear accelerators and imaging devices, thereby streamlining radiation therapy planning, setup, verification, delivery and ongoing quality assurance. Our systems are also capable of downloading lab results from a variety of devices and efficiently managing drug administration and billing through our interface with a leading chemotherapy drug dispensing system.

Medical Imaging

Our medical imaging products provide clinicians with the integrated ability to manage both the data and the images that are critical to the diagnosis, planning and delivery of high quality cancer care. Major functions include:

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an image management system that imports medical images generated by a variety of imaging methods, such as computed tomography scans, or CT scans, magnetic resonance images, digitally reconstructed radiographs, computerized radiographs, simulation images and portal images, using the protocol established by the Committee on Digital Image Communications, or DICOM, or proprietary interfaces when required by the device;

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a virtual simulation system that accepts CT scans to create a three-dimensional rendering upon which the radiation oncologist can outline critical anatomical areas and specify radiation therapy beam placement, which can then be sent to a radiation therapy treatment planning system for dose calculation; and

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an electronic work-list that allows the physician to review and annotate medical images at their desktop as an integral part of their planning, charting and administrative activities, as well as communicate imaging requirements and treatment changes directly to the therapy staff prior to treatment delivery.

Practice Management

We provide a full-featured practice management system that is integrated with our clinical system, enabling cancer care centers to improve communication, streamline workflow, improve data reporting and minimize process inefficiencies. Major functions include:

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a comprehensive admission, discharge and transfer management capability that includes the capture of demographic, insurance, referral and primary-care provider information, and automates visit management by collecting and recording information in compliance with third-party billing regulations and managed care contractual requirements;

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a patient scheduling and resource management capability that allows personnel to schedule patient and resource appointments for single or multi-department organizations based on patient preferences and resource availability;

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a charge management capability that facilitates authorizing and collecting of charges at the point-of-care through a variety of mechanisms, including computerized charge slips, event-driven and schedule-driven charge capture and bar-coding. Our system supports the export of charge information to our

billing system or service and to external billing systems and services in the format established by Health Level Seven, or HL7;

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a medical billing and accounts receivables system for freestanding cancer centers and physician practices. The system supports on-demand invoicing and batch claims processing on any user-required cycle as well as electronic claims submission using the format developed by the American National Standards Institute, or ANSI, which is now required by Medicare and HIPAA; and

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a report generation and editing capability allowing users to customize the comprehensive set of clinical and administrative reports provided with the system as well as generate supplemental reports.

Data Aggregation and Reporting

Federal, state and other foreign regulators require hospital-based cancer programs to collect and report cancer incidents. In addition, accreditation as a “Comprehensive Cancer Center” requires that centers also contribute data to studies conducted by the American College of Surgeons, or ACoS, in the format established by the North American Association of Central Cancer Registries. Our registry products support the collection and reporting of cancer cases in accordance with all national and ACoS requirements. Our registry products also provide the ability to create and access clinical data repositories for cancer research. For example, our National Oncology Database consists of more than 1.9 million cancer cases occurring throughout the United States from 1985 to the present and is updated monthly.

Electronic Data and Image Interchange

Our oncology IT system provides cancer centers with a solution that meets their specific requirements, and supports the exchange of information and images with hospital and payor IT systems through established communications standards. Major functions include:

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an HL7-compliant interface that supports the electronic exchange of patient data, such as admission, discharge and transfer information, laboratory results, charges and transcriptions, between our systems and other healthcare information systems;

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a DICOM-compliant interface that supports the exchange of images between our image-enabled products and hospital picture archiving and communication systems as well as a wide variety of image devices; and

•

an ANSI-compliant interface that supports the electronic submission of insurance claims to Medicare and other third-party payors.

Our Services

We also offer a range of services as part of our healthcare IT system. These services consist of the following:

•

Implementation, Training, Support and Upgrades. Our client services group performs system installation and training and provides remote support and upgrades to customers who are under warranty or a support contract. Service and support activities are supplemented by comprehensive education programs, including introductory training courses for new customers and advanced seminars for existing customers to allow them to take full advantage of our product capabilities and facilitate successful product implementation.

•

Transition Management Services. We offer customers assistance in the migration of their current system and data to new hardware and software systems with the goal of minimizing disruption of patient care.

•

Network Services. We offer a comprehensive package of services to assess changes in network utilization and function, forecast any necessary upgrades to accommodate growth, and design any

changes necessary to provide the customer with optimal performance and functionality. These services are offered in various forms, ranging from on-site assistance on a time-and-expense basis to complete turn-key project deliveries with guaranteed fixed price rates.

•

Remote Hosting Services. We can also assume the complete processing of customers’ applications from our data center using our own equipment and personnel. This service frees an organization from the need to maintain the environment, equipment and technical staff required for systems processing, and offers support for an organization’s fault-management, configuration-management and utilization-management processes. Our data center is housed in an AT&T hosting facility that is equipped with redundant state-of-the-art security, power, environmental and communications systems.

Research and Development

We believe that our future success will depend on our ability to continue supporting new and emerging cancer treatment methods. Our engineering organization applies a mature software design control process to develop software with the high level of quality required of a medical device manufacturer, and the timeliness required of a commercial software vendor. Our software design control process was implemented to meet rigorous federal and international quality standards. We spent $3.4 million on research and development in fiscal 1999, $4.5 million in fiscal 2000 and $6.3 million in fiscal 2001.

Customers

We sell our products to university teaching hospitals, community hospitals, freestanding cancer centers, private practices and corporate and government organizations. Through our direct sales efforts and the efforts of our distribution partners, we have directly or indirectly installed our products in over 1,500 facilities in 52 countries. Increasingly, we have seen our installed base and prospects move from single center entities to multi-site entities.

The following is a representative list of our customers in each of the categories below.

University Teaching Hospitals

•

Shands Jacksonville, Jacksonville, FL

•

Loyola University Medical Center, Maywood, IL

•

University of Colorado Hospital, Denver, CO

Community Hospitals

•

St. John Macomb Hospital, Warren, MI

•

Palmetto Richland Memorial Hospital, Columbia, SC

•

MeritCare Hospital, Fargo, ND

Private Practices

•

Hematology and Oncology Specialists, LLC, New Orleans, LA

•

Hematology-Oncology Associates of Central NY P.C., Syracuse, NY

•

Cobb Center for Radiation Therapy, Austell, GA

Corporate/Government Healthcare Organizations

•

US Oncology, Houston, TX

•

Defense Logistics Agency, Defense Supply Center Philadelphia, Philadelphia, PA

•

Princess Margaret Hospital, Toronto, Canada

Siemens Medical Systems, our largest customer, accounted for 13.4% of our net sales in the six months ended March 31, 2002, 12.7% in the year ended September 30, 2001, 14.6% in fiscal 2000 and 17.7% in fiscal 1999. Revenues from the sale of our products and services outside the United States accounted for $1.5 million, or 7.5%, of our net sales in the six months ended March 31, 2002, $2.1 million, or 6.2%, of our net sales in fiscal 2001, $2.2 million, or 7.9%, of our net sales in fiscal 2000, and $2.0 million, or 9.8%, of our net sales in fiscal 1999.

Sales and Marketing

We market and sell our products and services worldwide through a direct sales force as well as through several distributors. Management of our North American sales force is centralized and organized into five regions, each with a district manager reporting to our Vice President of Sales for North America. Sales outside of North America are managed by our Vice President of Worldwide Sales. In addition to our direct sales efforts, we have a distributor relationship with Siemens Medical Systems, which markets and sells our products on a non-exclusive basis, primarily in Western Europe and North America. We also have non-exclusive distributor relationships in Italy and Japan for the marketing and sales of our products.

We market our products to individuals who either make or influence the decision to purchase an oncology IT solution, including oncologists, nurses, physicists, therapists, IT staff, registrars and oncology administrators. As healthcare personnel, our customers are required to remain active in the associations that administer their professional certification, attending their meetings, subscribing to their publications and maintaining membership in their national and regional organizations. Therefore, we deliver our message to our potential customers by exhibiting and presenting at trade shows and meetings, by advertising and placing articles in trade publications and by direct mailings to association members. Our marketing plan also includes users’ meetings, symposiums, advisory groups, customer profiles and user publications to promote our customers’ expanded use of our systems.

Competition

We believe the principal factors affecting the market for our products and services include product functionality, integration, configuration options, open standards, customer service, company reputation, equipment and software bundling and price. The market for our products and services is intensely competitive and characterized by rapidly changing technology, evolving user needs and frequent product introductions. Our principal oncology IT competitor is Varian Medical Systems. Potential future threats include enterprise level healthcare software companies, such as Cerner Corporation and Eclipsys Corporation. In addition, although we have cooperative strategic arrangements with Siemens Medical Systems and other companies for the sale of some of our products, these companies also compete with us on the sale of other products. Other competitors include segment specific providers of practice management, specialized electronic medical record, decision support and imaging systems.

Several of our competitors are better established, benefit from greater name recognition, and have significantly more financial, technical and marketing resources than we do. We also anticipate that competition will further increase in the healthcare information technology sector as a result of continued consolidation in both the information technology and healthcare industries.

Government Regulations

Four of our specific products, including two device connectivity products and two imaging products, are statutorily defined as “medical devices” and, therefore, are subject to regulation and oversight by the U.S. Food and Drug Administration, or FDA, the California Department of Health Services Food and Drug Branch, or FDB, and similar foreign regulatory authorities.

FDA Premarket Clearance and Approval Requirements

Premarket Approval. Before we can introduce a new product categorized as a medical device into the U.S. market, we must obtain FDA clearance or approval through either premarket notification under Section 510(k) or premarket approval under Section 515 of the Federal Food, Drug, and Cosmetic Act, unless the product is otherwise exempt from these requirements. The FDA classifies medical devices into three risk-based levels and applies increasing levels of regulation. Devices deemed to pose relatively less risk are placed in either Class I or II, requiring the manufacturer to submit a premarket notification requesting permission for commercial distribution. The FDA may require results of clinical trials in support of a 510(k) submission and generally requires clinical trial results for a premarket approval application. The FDA has classified our four medical device products as Class II devices, all of which have been granted 510(k) clearance by the FDA.

Resubmission for Substantial Changes. After a device receives 510(k) clearance, any modification made to the device requires a determination as to whether the modification significantly affects its safety or effectiveness. If the modification could significantly affect the device’s safety and effectiveness, then the modification requires a new 510(k) clearance or, in some instances, could require a premarket approval for the modification. The FDA requires each manufacturer to make this determination, but the FDA can review any manufacturer’s decision and the agency may retroactively require the manufacturer to seek 510(k) clearance or premarket approval. The FDA also can require the manufacturer to cease marketing the modified device or recall the modified device, or both, until 510(k) clearance or premarket approval is obtained. We have made minor modifications to our products and, using the guidelines established by the FDA, have determined that two of the modifications did require us to file new 510(k) submissions. We made new 510(k) submissions which were cleared by the FDA. If the FDA disagrees with our other determinations not to submit, we may not be able to sell one or more of our products until the FDA has cleared new 510(k) submissions for these modifications. We continuously evaluate our products for any required resubmission.

Pervasive and Continuing Food and Drug Administration Regulation. Numerous FDA regulatory requirements apply to our products categorized as medical devices. These requirements include:

•

quality system regulation which requires manufacturers to create, implement and follow numerous elaborate design, development, testing, control, documentation and other quality assurance procedures;

•

medical device reporting regulations, which require that manufacturers report some types of adverse and other events involving their products; and

•

a general prohibition against promoting products for unapproved uses.

Class II devices may also be subject to special controls applied to them, such as performance standards, post-market surveillance, patient registries and FDA guidelines that may not apply to Class I devices. Our products are currently subject to FDA guidelines for 510(k) cleared devices and are not subject to any other form of special controls, such as a requirement to conduct a screening in a laboratory within a medical facility. We believe we are in compliance with the applicable FDA guidelines, but we could be required to change our compliance activities or be subject to other special controls if the FDA changes its existing regulations or adopts new requirements.

We are subject to inspection and market surveillance by the FDA to determine compliance with regulatory requirements. If the FDA finds that we have failed to adequately comply, the agency can institute a wide variety

of enforcement actions, ranging from a public warning letter to more severe sanctions such as withdrawal of regulatory clearances, recalls or seizures, fines or criminal prosecution.

The FDA also has the authority to require repair, replacement or refund of the cost of any medical device manufactured or distributed by us. Our failure to comply with applicable requirements could lead to an enforcement action that may have an adverse effect on our financial condition and results of operations. To date, our FDA inspections have not resulted in any required action or penalty.

Other Federal and State Regulations

We are also required to obtain a manufacturing license from the FDB before we begin manufacturing our products, and are subject to FDB audits to ensure that we are compliant with all FDA regulations.

As a participant in the healthcare industry, we are subject to extensive and frequently changing regulations under many other laws administered by governmental entities at the federal, state and local levels. Our healthcare service provider customers are also subject to a wide variety of laws and regulations that could affect the nature and scope of their relationships with us.

There is substantial state and federal regulation of the confidentiality of patient medical records and the circumstances under which such records may be disclosed to or processed by us as a consequence of our contacts with various health providers, such as HIPAA. Although compliance with these laws and regulations is presently the principal responsibility of the hospital, physician or other healthcare provider, regulations governing patient confidentiality rights are rapidly evolving. Additional legislation governing the dissemination of medical record information also has been proposed and may be adopted at the state level. The administrative simplification provisions of HIPAA require the promulgation of regulations that will set standards for electronic transactions, code sets, data security, unique identification numbers, and privacy of individually identifiable health information, which could materially impact our business. During the past several years, the healthcare industry also has been subject to increasing levels of governmental regulation of, among other things, reimbursement rates and certain capital expenditures. We are unable to predict what, if any, changes will occur as a result of such regulation.

Foreign Regulations

European Union Regulation. The primary regulatory environment in Europe is that of the European Union, which consists of 15 member countries encompassing most of the major countries in Europe. The European Union has adopted numerous directives and standards regulating the design, manufacturing, clinical trials, labeling and adverse event reporting for medical devices. Devices that comply with the requirements of a relevant directive will be entitled to bear a CE Marking to indicate that the device conforms to the essential requirements of the applicable directive, and accordingly, can be commercially distributed throughout the European Union. We hold a certificate to ISO 9001, EN46001, ISO 13485, EN601-1-4, which demonstrates satisfaction of the European Union standards for medical product manufacturers. This certificate is a prerequisite to applying the CE Marking to our products. The CE Marking is required on all medical products sold and used in the European Union. It is also recognized by many countries outside the European Union, such as Australia. The CE Marking indicates that a product was designed, released, produced, sold and serviced using a system that complies with the EU Council Directive 93/42/ECC for medical devices. Our four medical devices are currently eligible to bear the CE Marking.

Canadian Regulation. The Canadian Health Department has granted us licenses to distribute our four medical devices throughout Canada.

Other Foreign Regulation. Our products may also be regulated by other foreign governmental agencies. Some countries grant reciprocity for our U.S. and European clearances. We plan to seek approval to sell our products in additional countries.

Intellectual Property and Proprietary Technology

Our success depends on our proprietary information and technology. We rely on a combination of copyright, trademark and trade secret laws, license agreements, nondisclosure and noncompete agreements and technical measures to establish and protect our rights in our proprietary technology. Our software license agreements grant our customers a nonexclusive, nontransferable, limited license to use our products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of our products. We retain all title and rights of ownership in our software products. In addition, we enter into agreements with our employees, third-party consultants and contractors that prohibit the disclosure or use of our confidential information and require the assignment to us of any new ideas, developments, discoveries or inventions related to our business. We also require other third parties to enter into nondisclosure agreements that limit use of, access to and distribution of our proprietary information.

These protections, however, may not be adequate to prevent misappropriation of our proprietary rights. In addition, U.S. law provides only limited protection of proprietary rights and the laws of some foreign countries may offer less protection than the laws of the United States. Unauthorized third parties may copy aspects of our products, reverse engineer our products or otherwise obtain and use information that we regard as proprietary. Subject to certain contractual limitations, a few of our customers can access source-code versions of our software. Although our agreements with such customers attempt to prevent misuse of the source code, the possession of our source code by third parties increases the ease and likelihood of potential misappropriation of such software. There can be no assurance that others will not independently develop technologies similar or superior to our technology or design around our proprietary rights.

We also rely on a variety of technologies that are licensed from third parties to perform key functions. These third-party licenses may not be available to us on commercially reasonable terms in the future. The loss of or inability to maintain any of these licenses could delay the introduction of software enhancements and other features until equivalent technology can be licensed or developed. Any such delay could materially adversely affect our ability to attract and retain customers.

We do not believe our software products or our other proprietary rights infringe on the property rights of third parties. However, we cannot guarantee that third parties will not assert infringement claims against us with respect to current or future software products or that any such assertion may not result in costly litigation or require us to enter into royalty arrangements.

Employees

As of March 31, 2002, we had a total of 211 full-time employees, 66 of whom were engaged in research and development, 106 of whom were engaged in sales, marketing and customer support and 39 of whom were engaged in administration and finance. None of our employees is subject to a collective bargaining agreement. We believe that our relations with our employees are good.

Facilities

Our principal executive offices occupy approximately 35,000 square feet in Mountain View, California under a lease that expires in 2007. We also lease additional facilities aggregating approximately 27,500 square feet in Nevada, Massachusetts and the UK. We intend to expand our sales, marketing and technology operations and, therefore, may require additional facilities in the future, which we believe can be obtained on commercially reasonable terms when needed.

Legal Proceedings

We are not currently a party to any material legal proceedings.

MANAGEMENT

Executive Officers and Directors

Our executive officers and directors as of May 31, 2002 are as follows:

Name	Age	Position(s)
Joseph K. Jachinowski	46	President, Chief Executive Officer and Chairman of the Board of Directors
James P. Hoey	43	Executive Vice President, Chief Operations Officer and Director
David A. Auerbach	42	Executive Vice President, Treasurer, Secretary and Director
Kendra A. Borrego	33	Chief Financial Officer
Gregory M. Avis(1)(2)	43	Director
Robert J. Becker, M.D.(1)(2)	80	Director
Christopher M. Rose, M.D., F.A.C.R.(1)(2)	53	Director

(1)

Member of Audit Committee

(2)

Member of Compensation Committee

Joseph K. Jachinowski co-founded IMPAC in January 1990 and has served as President, Chief Executive Officer and Chairman of the Board since that time. Prior to co-founding IMPAC, Mr. Jachinowski held multiple management positions at Varian Medical Systems, Inc. from 1983 to 1990. Mr. Jachinowski holds an M.S. degree in Electrical Engineering from Washington State University and a B.S. degree in Electrical Engineering from Ohio University.

James P. Hoey co-founded IMPAC in January 1990 and has served as Executive Vice President and a director since that time. Mr. Hoey has also served as Chief Operations Officer since August 1999. Prior to co-founding IMPAC, Mr. Hoey served as Manager of Radiation Product Marketing for Varian Medical Systems, Inc. from 1988 to 1990. Mr. Hoey holds an M.B.A. degree from Santa Clara University and a B.A. degree in Biomedical Engineering and in Business Administrative Sciences from Yale University.

David A. Auerbach co-founded IMPAC in January 1990 and has served as Executive Vice President, Treasurer, Secretary and a director since that time. From January 1990 to February 2000, Mr. Auerbach also served as IMPAC’s Chief Financial Officer. Mr. Auerbach has also served as President of IMPAC Global Systems, Inc., a wholly-owned subsidiary of IMPAC, since October 2001 and as President of IMPAC Global Systems UK Limited, a wholly-owned subsidiary of IMPAC, since January 2002. Mr. Auerbach also served as President of CareCore, Inc., a healthcare information technology company, from July 1999 to March 2001. Prior to co-founding IMPAC, Mr. Auerbach served as Manager of Research and Development for Project Management for Varian Medical Systems, Inc. from 1987 to 1990. Mr. Auerbach holds an M.S. degree in Mechanical Engineering from Stanford University and a B.S. degree in Mechanical/Biomedical Engineering from Carnegie Mellon University.

Kendra A. Borrego joined IMPAC in August 1992 and has served as Chief Financial Officer since March 2000. Ms. Borrego served as IMPAC’s Director of Finance from August 1999 to February 2000 and as Controller from August 1992 to July 1999. Ms. Borrego holds an M.B.A. degree from San Jose State University and a B.S. degree in Business from the University of Nevada.

Gregory M. Avis has been a director of IMPAC since February 1998. Mr. Avis is a Managing Partner of Summit Partners, L.P., a private equity and investment firm, where he has been employed since the firm’s founding in 1984. Currently, Mr. Avis also serves as a director of Ditech Communications Corporation, a telecommunications equipment company, MCK Communications, Inc., a manufacturer of remote voice and data

access equipment, and Powerwave Technologies, a developer and manufacturer of radio frequency power amplifiers for wireless communications applications. Mr. Avis holds an M.B.A. degree from Harvard Business School and a B.A. degree in Political Economy from Williams College.

Robert J. Becker, M.D. has been a director of IMPAC since June 1996. Dr. Becker has served as the President of Becker Consulting Corporation, a healthcare consulting firm, since 1990. Prior to founding Becker Consulting, Dr. Becker founded HealthCare Compare Corporation, a company specializing in healthcare utilization review (now First Health Group Corporation, a health benefits company) and served as Chairman from 1982 to 1990. Currently, Dr. Becker also serves as a director of APS Healthcare, Inc., a managed behavioral healthcare organization. Dr. Becker holds an M.D. degree from the Medical College of Wisconsin.

Christopher M. Rose, M.D., F.A.C.R. has been a director of IMPAC since June 1996. Dr. Rose has served as Secretary and a Principal of the Valley Radiotherapy Associates Medical Group, Inc., one of the largest providers of radiation therapy services in the United States, Associate Director of the Department of Radiation Oncology at Providence Saint Joseph Medical Center in Burbank, California, and as Technical Director, Radiation Oncology, for the Providence Health System, Los Angeles Service Area, since 1983. Dr. Rose also serves as Councilor of the American College of Radiology and is a past Chairman of the Board of the American Society of Therapeutic Radiation and Oncology. Dr. Rose holds an M.D. degree from Harvard Medical School and an S.B. degree in Biology from the Massachusetts Institute of Technology.

Board Composition

Our board of directors currently consists of six members. In accordance with the terms of our restated certificate of incorporation to be filed prior to this offering in connection with our reincorporation in Delaware, the board of directors will be divided into three classes, each serving staggered three-year terms: Class I, whose initial term will expire at the annual meeting of stockholders held in 2003; Class II, whose initial term will expire at the annual meeting of stockholders in 2004; and Class III, whose initial term will expire at the annual meeting of stockholders in 2005. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective terms. David A. Auerbach and Robert J. Becker have been designated as Class I directors; James P. Hoey and Christopher M. Rose have been designated as Class II directors; and Joseph K. Jachinowski and Gregory M. Avis have been designated as Class III directors. These provisions in our restated certificate of incorporation may have the effect of delaying or preventing changes in our control or management. The executive officers serve at the discretion of the board of directors. Except for Joseph K. Jachinowski and James P. Hoey, who are brothers-in-law, there are no family relationships among any of our directors or executive officers. Suzanne Hoey Jachinowski, who is our Vice President of Marketing, is the sister of James P. Hoey and wife of Joseph K. Jachinowski.

Board Compensation

Except for reimbursement for reasonable travel expenses relating to attendance at board meetings, employee directors are not compensated for their services as directors. After this offering, directors who are non-employees will receive compensation for their services as directors in the form of a stock option grant each year to purchase 5,000 shares of our common stock plus $500 per board meeting attended. Non-employee directors who first join our board after the date of this prospectus will receive an initial stock option grant to purchase 25,000 shares of our common stock when they join the board. All directors are eligible to participate in our 2002 stock plan and, beginning in 2002, directors who are our employees will also be eligible to participate in our 2002 employee stock purchase plan. See “—Benefit Plans.”

Board Committees

In August 1996, the board established the Compensation Committee. The Compensation Committee recommends compensation for our management personnel to the board and administers our stock plans. Prior to

this offering, the Compensation Committee consisted of Joseph K. Jachinowski, James P. Hoey, David A. Auerbach and Christopher M. Rose. Mr. Jachinowski, Mr. Hoey and Mr. Auerbach are our employees. After this offering, the Compensation Committee will consist of Gregory M. Avis, Robert J. Becker and Christopher M. Rose.

In February 1998, the board established the Audit Committee. The Audit Committee reviews our annual audit of our financial statements and meets with our independent accountants to review our internal controls and financial management practices. The Audit Committee currently consists of Gregory M. Avis, Robert J. Becker and Christopher M. Rose.

Compensation Committee Interlocks and Insider Participation

After this offering, the members of the Compensation Committee of our board of directors will be Gregory M. Avis, Robert J. Becker and Christopher M. Rose. None of these individuals has at any time been an officer or employee of ours or any of our subsidiaries.

Executive Compensation

The following table provides summary information concerning the compensation paid during the fiscal year ended September 30, 2001 to the Chief Executive Officer and each of the other three most highly compensated executive officers, each of whose aggregate compensation exceeded $100,000.

Summary Compensation Table


	Annual Compensation(1)				All Other Compensation
Name and Principal Position	Salary		Bonus		All Other Compensation
Joseph K. Jachinowski	$	291,251	$	100,000	$	49,273	(2)
President, Chief Executive Officer and Chairman

James P. Hoey		291,251		105,426		47,160	(3)
Executive Vice President and Chief Operations Officer

David A. Auerbach		272,250		108,538		55,930	(4)
Executive Vice President, Treasurer and Secretary

Kendra A. Borrego		114,834		35,000		6,117	(5)
Chief Financial Officer

(1)

Excludes certain perquisites and other benefits that did not exceed 10% of any officer’s total salary and bonus.

(2)

Includes $8,370 of company contributions to our 401(k) plan and a bonus payment of $40,903 to cover term life, variable universal life and disability insurance premiums.

(3)

Includes $8,128 of company contributions to our 401(k) plan and a bonus payment of $39,032 to cover term life, variable universal life and disability insurance premiums.

(4)

Includes $17,107 of company contributions to our 401(k) plan and a bonus payment of $38,823 to cover term life, variable universal life and disability insurance premiums.

(5)

Represents $6,117 of company contributions to our 401(k) plan.

Option Grants

There were no stock options granted to our executive officers during the fiscal year ended September 30, 2001. In May 2002, we granted Kendra A. Borrego an option to purchase 20,000 shares of our common stock at an exercise price of $13.00 per share.

Option Exercises and Holdings

The following table provides summary information concerning the shares of common stock acquired in fiscal 2001, the value realized upon exercise of stock options in fiscal 2001, and the year-end number and value of unexercised options with respect to each of our executive officers as of September 30, 2001. The value was calculated by determining the difference between the fair market value of underlying securities and the exercise price. The fair market value of our common stock at September 30, 2001 was assumed to be $6.00 per share.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

Name	Shares Acquired on Exercise	Value Realized ($)		Number of Securities Underlying Unexercised Options at FY-End		Value of Unexercised in-the-Money Options at FY-End
Name	Shares Acquired on Exercise	Value Realized ($)		Exercisable	Unexercisable	Exercisable		Unexercisable
Joseph K. Jachinowski	—	$	—	—	—	$	—	$	—
James P. Hoey	—		—	—	—		—		—
David A. Auerbach	—		—	—	—		—		—
Kendra A. Borrego	13,500		56,850	12,831	13,669		20,792		17,213

Benefit Plans

1993 Stock Option Plan. Our 1993 stock option plan was adopted by our board of directors in October 1993, approved by our stockholders in October 1993, and became effective in November 1993. The 1993 stock option plan provides for the discretionary grant to employees, including officers and employee directors, of incentive stock options within the meaning of Section 422 of the Internal Revenue Code, as amended, and for the discretionary grant to employees, directors and consultants of nonstatutory stock options and stock purchase rights. Originally, 630,000 shares of common stock were reserved for issuance under the 1993 stock option plan. In February 1998, the board approved an amendment to the 1993 stock option plan, which was approved by our stockholders in June 1998, to increase the number of shares of common stock reserved for issuance under the plan to 687,285 shares. As of March 31, 2002, options to purchase an aggregate of 242,118 shares of our common stock were outstanding under our 1993 stock option plan. Our board of directors has determined that no further options will be granted under the 1993 stock option plan after this offering. Unless terminated sooner, the 1993 stock option plan will terminate automatically ten years from its effective date.

1998 Stock Plan. Our 1998 stock plan was adopted by our board of directors in October 1998, approved by our stockholders in November 1998, and became effective in November 1998. The 1998 stock plan provides for the discretionary grant to employees, including officers and employee directors, of incentive stock options within the meaning of Section 422 of the Internal Revenue Code, and for the discretionary grant to employees, directors and consultants of nonstatutory stock options and stock purchase rights. Originally, 300,000 shares of common stock were reserved for issuance under the 1998 stock plan. In March 2000, our board of directors and stockholders approved an amendment to the 1998 stock plan to increase the number of shares of common stock reserved for issuance under the plan to 800,000 shares. As of March 31, 2002, options to purchase an aggregate of 623,830 shares of our common stock were outstanding under our 1998 stock plan. Our board of directors has determined that no further options or stock purchase rights will be granted under the 1998 stock plan after this offering. Unless terminated sooner, the 1998 stock plan will terminate automatically ten years from its effective date.

2002 Stock Plan. Our 2002 stock plan was adopted by our board of directors in May 2002 and will be submitted to our stockholders for approval prior to the closing of this offering. The 2002 stock plan will become effective when the underwriting agreement for this offering is signed. At that time, all outstanding options under our 1993 stock option plan and all outstanding options and stock purchase rights under our 1998 stock plan will be administered under the 2002 stock plan but will continue to be governed by their existing terms. Unless

terminated sooner, the 2002 stock plan will terminate automatically ten years from the date it was adopted by our board of directors.

The 2002 stock plan provides for the discretionary grant to employees, including officers and employee directors, of incentive stock options within the meaning of Section 422 of the Internal Revenue Code, and for the discretionary grant to employees, directors and consultants of nonstatutory stock options and stock purchase rights. The 2002 stock plan also provides for the periodic automatic grant of nonstatutory stock options to non-employee directors.

The total number of shares of common stock reserved for issuance under the 2002 stock plan equals 2,500,000 shares of common stock plus the number of shares that remain reserved for issuance under the 1993 stock option plan and the 1998 stock plan as of the date the 2002 stock plan becomes effective. The number of shares reserved for issuance under the 2002 stock plan will be increased on the first day of each of our fiscal years by the lesser of (a) 3.0% of the outstanding common stock on the last day of the immediately preceding fiscal year and (b) such lesser amount as the board may determine.

The maximum number of option shares each optionee may be granted during a fiscal year is 1,000,000 shares. In connection with an optionee’s initial service with us, however, such optionee may be granted options for up to a total of 1,500,000 shares during the optionee’s initial year of service. Restricted stock grants are limited to 500,000 shares per person in any fiscal year. In connection with an employee’s initial service with us, however, such employee may receive restricted stock grants for up to 1,000,000 shares during the employee’s initial year of service.

The 2002 stock plan may be administered by the board of directors or a committee of the board of directors, which committee shall, in the case of options intended to qualify as “performance-based compensation” within the meaning of Section 162 (m) of the Internal Revenue Code, consist of two or more “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code. The administrator has the power to determine the terms and conditions of the options granted, including whether and to whom to grant options, the exercise price of the options, the number of shares subject to each option, the term and exercise schedule of each option and the form of consideration payable upon the exercise of each option. The board of directors has the authority to amend, suspend or terminate the 2002 stock plan, provided that no such action adversely affects any option previously granted under the 2002 stock plan.

The 2002 stock plan provides for the automatic grant of nonstatutory stock options to non-employee directors. Non-employee directors who first join our board after the date of this prospectus will receive an initial grant when they join the board. In addition, all non-employee directors will receive a grant of an option to purchase shares at fair market value on the grant date at each subsequent annual meeting of stockholders, provided they will continue to serve after such annual meeting. Non-employee director options will have a term of ten years but will expire within 90 days of the directors termination of service. Initial stock option grants to our non-employee directors vest from the date of grant, provided the director continues to serve as a director on the vesting date, with 25% vesting one year from the date of grant and the remaining options vesting on a monthly basis for four years following the date of grant. All subsequent stock option grants to non-employee directors will be fully vested upon grant.

Options and stock purchase rights granted under our 2002 stock plan are generally not transferable, and may be exercised or purchased during the lifetime of the optionee or the holder of the stock purchase right only by the optionee or the holder of the stock purchase right. Options granted under the 2002 stock plan must generally be exercised within three months of the optionee’s separation of service, or within twelve months of the optionee’s termination by death or disability, but in no event later than the expiration of the option’s term. The administrator may permit options granted under the 2002 stock plan to be exercised immediately after the grant date, but to the extent the shares subject to the options are not vested as of the date of exercise, we retain a right to repurchase any shares that remain unvested at the time of the optionee’s termination of employment by paying an amount equal to the exercise price times the number of unvested shares. Options granted under the 2002 stock plan

generally vest at the rate of ¹/4th of the total number of shares subject to the options on the twelve month anniversary of the date of grant and ¹/48th of the total number of shares subject to the options vest each month thereafter. In the case of stock purchase rights, unless the administrator determines otherwise, the restricted stock purchase agreement shall grant us a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service for any reason, including death or disability. The purchase price for shares repurchased pursuant to the restricted stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to us. The repurchase option shall lapse at a rate determined by the administrator, which is generally equal to 25% per year.

The exercise price of all incentive stock options granted under the 2002 stock plan and all nonstatutory stock options granted automatically to non-employee directors must be at least equal to the fair market value of the common stock on the date of grant. The exercise price of all other nonstatutory stock options and stock purchase rights granted under the 2002 stock plan shall be determined by the administrator, but with respect to nonstatutory stock options intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code, the exercise price must be at least equal to the fair market value of our common stock on the date of grant. With respect to any optionee who owns stock possessing more than 10% of the voting power of all classes of our outstanding capital stock, the exercise price of any incentive stock option must equal at least 110% of the fair market value on the date of grant and the term of any incentive stock option must not exceed five years. The term of all other options granted under the 2002 stock plan may not exceed ten years.

The 2002 stock plan provides that in the event that we are acquired by another corporation, or sell substantially all of our assets, each option and stock purchase right may be assumed or an equivalent option substituted for by the successor corporation. If the outstanding options and stock purchase rights are not assumed or substituted for by the successor corporation, the administrator may decide that holders of options granted under the 2002 stock plan will fully vest in and have the right to exercise the option as to all of the optioned stock or that the option will be cancelled with or without consideration.

2002 Employee Stock Purchase Plan. Our 2002 employee stock purchase plan was adopted by our board of directors in May 2002, and will be submitted to our stockholders for approval prior to the closing of this offering. A total of 750,000 shares of our common stock has been reserved for issuance under the 2002 purchase plan. The number of shares reserved for issuance under the 2002 purchase plan will be increased on the first day of each of our fiscal years by the lesser of (a) 3.0% of the outstanding common stock on the last day of the immediately preceding fiscal year and (b) such lesser amount as the board may determine.

Under the 2002 purchase plan, which is intended to qualify under Section 423 of the Internal Revenue Code, our board of directors may determine the duration and frequency of stock purchase periods. Initially, the plan will operate using semi-annual offering periods.

Our employees and employees of our participating subsidiaries are eligible to participate. However, employees may not be granted an option to purchase stock under the 2002 purchase plan if they immediately after grant, own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock.

The 2002 purchase plan permits participants to purchase our common stock through payroll deductions of up to 10% of their total compensation, including bonuses and commissions.

Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each purchase period. The price of stock purchased under the 2002 purchase plan is generally 85% of the lower of the fair market value of the common stock either at the beginning of the offering period or at the end of the purchase period.

Participants may end their participation at any time during an offering period, and they will be paid their payroll deductions to date. Participation ends automatically upon termination of employment with us.

Rights granted under the 2002 purchase plan are not transferable by a participant other than upon death. Each outstanding option under the 2002 purchase plan will be subject to the acquisition agreement in the event we merge with or into another corporation or sell substantially all of our assets.

Our board of directors has the authority to amend or terminate the 2002 purchase plan. The board of directors may terminate an offering period on any exercise date if the board determines that the termination of the 2002 purchase plan is in our best interests and our stockholders. Notwithstanding anything to the contrary, the board of directors may in its sole discretion amend the 2002 purchase plan to the extent necessary and desirable to avoid unfavorable financial accounting consequences by altering the purchase price for any offering period, shortening any offering period or allocating remaining shares among the participants. Unless earlier terminated by our board of directors, the 2002 purchase plan will terminate automatically December 31, 2012.

CERTAIN TRANSACTIONS

Since October 1, 1998, we have not engaged in any transaction or series of similar transactions in which the amount involved exceeded or exceeds $60,000 and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the transactions described below.

Insider Transactions

In November 1999, we entered into a convertible note purchase agreement in the amount of $1,000,000 with CareCore, Inc., a Delaware corporation engaged in the healthcare information technology industry. Directors of CareCore included David A. Auerbach, Joseph K. Jachinowski and James P. Hoey, who are also directors and officers of IMPAC. These individuals were also stockholders of CareCore, and together held 54% of its outstanding capital stock. Under the terms of the agreement, the note was due and payable to us upon demand at any time after November 2000. The note, which bore interest at 5.57%, was convertible at our option, in whole or in part, into shares of the preferred stock series to be issued in CareCore’s next round of equity financing. In connection with the note, we also received a warrant to purchase a number of shares of the preferred stock issued in CareCore’s next equity financing equal to the quotient obtained by dividing 20% of the original note principal amount, by the price of the shares of preferred stock sold in such equity financing. In the event such equity financing did not occur by May 31, 2002, the warrant was to be exercisable for shares of common stock at $0.50 per share. In December 2000, we purchased the outstanding convertible notes from CareCore held by David A. Auerbach, Joseph K. Jachinowski, James P. Hoey and Robert J. Becker, each a director of IMPAC, at $0.30 on each $1.00 for a total consideration of $161,000. In February 2001, we acquired certain intangible assets of CareCore in exchange for the cancellation of the convertible notes described above and transaction costs of approximately $40,000.

In January 1999, we granted Suzanne Hoey Jachinowski, our Vice President of Marketing, the wife of Joseph K. Jachinowski, our President and Chief Executive Officer, and the sister of James P. Hoey, our Executive Vice President and Chief Operations Officer, options to purchase 7,000 shares of our common stock at an exercise price of $3.23 per share. In January 2000, we granted Ms. Jachinowski options to purchase 15,000 shares of our common stock at an exercise price of $5.00 per share. In May 2002, we granted Ms. Jachinowski options to purchase 10,000 shares of our common stock at an exercise price of $13.00 per share.

In January 1999, we granted Robert L. Shaw, our Vice President of Worldwide Sales and one of our principal stockholders, options to purchase 50,000 shares of our common stock at an exercise price of $3.23 per share.

In January 1999, we granted Robert J. Becker, one of our directors, options to purchase 5,000 shares of our common stock at an exercise price of $3.23 per share. In January 2000, we granted Dr. Becker options to purchase 5,000 shares of our common stock at an exercise price of $5.00 per share. In July 2001, we granted Dr. Becker options to purchase 5,000 shares of our common stock at an exercise price of $6.00 per share. In April 2002, we granted Dr. Becker options to purchase 5,000 shares of our common stock at an exercise price of $7.00 per share.

In January 1999, we granted Christopher M. Rose, one of our directors, options to purchase 5,000 shares of our common stock at an exercise price of $3.23 per share. In January 2000, we granted Dr. Rose options to purchase 5,000 shares of our common stock at an exercise price of $5.00 per share. In July 2001, we granted Dr. Rose options to purchase 5,000 shares of our common stock at an exercise price of $6.00 per share. In April 2002, we granted Dr. Rose options to purchase 5,000 shares of our common stock at an exercise price of $7.00 per share.

Agreements with Management

We have entered into indemnification agreements with our officers and directors containing provisions that may require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as officers or directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. See “Description of Capital Stock—Indemnification Provisions.”

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of April 30, 2002, assuming conversion of all outstanding shares of redeemable convertible preferred stock by:

•

each of our directors and executive officers;

•

all directors and executive officers as a group;

•

each person who is known by us to own beneficially more than 5% of our outstanding shares of common stock; and

•

each of the selling stockholders.

Except as otherwise noted, the address of each person listed in the table is c/o IMPAC Medical Systems, Inc., 100 West Evelyn Avenue, Mountain View, California 94041. The table includes all shares of common stock issuable within 60 days of April 30, 2002 upon the exercise of options beneficially owned by the indicated stockholders on that date. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power over such shares. To our knowledge, except under applicable community property laws or as otherwise indicated, the persons named in the table have sole voting and sole investment control regarding all shares beneficially owned. The applicable percentage of ownership for each stockholder is based on 7,268,735 shares of common stock outstanding as of April 30, 2002, assuming conversion of all outstanding shares of redeemable convertible preferred stock, together with applicable options for that stockholder. Shares of common stock issuable upon exercise of options beneficially owned were deemed outstanding for the purpose of computing the percentage ownership of the person holding these options and other rights, but are not deemed outstanding for computing the percentage ownership of any other person.

	Shares Beneficially Owned Prior to Offering		Number of Shares Offered in Underwriters’ Over-Allotment Option	Shares Beneficially Owned After Offering(1)
	Number	Percent		Number	Percent
Joseph K. Jachinowski(2)	1,108,041	15.1
James P. Hoey(3)	1,668,134	23.0
David A. Auerbach(4)	1,668,134	23.0
Kendra A. Borrego(5)	31,499	*
Gregory M. Avis(6)	1,215,170	16.7
Robert J. Becker, M.D.	81,439	1.1
Christopher M. Rose, M.D., F.A.C.R.(7)	81,439	1.1
Summit Partners, L.P.(8)	1,215,170	16.7
Robert L. Shaw(9)	502,708	6.9
Diane L. Reynolds(10)	668,134	9.2
All directors and executive officers as a group (7 persons)(11)	5,853,856	79.6

Less than one percent of the outstanding shares of common stock.

(1)

Assumes full exercise of the underwriters’ over-allotment option.

(2)

Includes 53,041 shares issuable upon the exercise of outstanding stock options held by Mr. Jachinowski’s wife, Suzanne Hoey Jachinowski, which are exercisable within 60 days of April 30, 2002, 51,000 shares owned by Mr. Jachinowski’s wife, and 9,714 shares held in trust for Mr. Jachinowski’s children. Mr. Jachinowski disclaims beneficial ownership of all of these shares.

(3)

Includes 41,142 shares held in trust for Mr. Hoey’s children.

(4)

Includes 42,570 shares held in trust for Mr. Auerbach’s children.

(5)

Includes 17,999 shares issuable upon the exercise of outstanding stock options, which are exercisable within 60 days of April 30, 2002.

(6)

Includes 1,154,412 shares held by Summit Ventures IV, L.P. and 60,758 shares held by Summit Investors III, L.P. Mr. Avis is a managing partner of Summit Partners, L.P., the general partner of Summit Ventures IV, L.P. and Summit Investors III, L.P. Mr. Avis disclaims beneficial ownership of such shares in which he has no pecuniary interest. See Note 9.

(7)

Includes 10,000 shares issuable upon the exercise of outstanding stock options, which are exercisable within 60 days of April 30, 2002.

(8)

The address of Summit Partners, L.P. is 499 Hamilton Avenue, Suite 200, Palo Alto, CA 94301. Gregory M. Avis, a director of IMPAC, is a managing partner of Summit Partners, L.P., shares voting and dispositive power with respect to the shares held by Summit Partners, and disclaims beneficial ownership of such shares in which he has no pecuniary interest. See Note 6.

(9)

Includes 42,708 shares issuable upon the exercise of outstanding stock options, which are exercisable within 60 days of April 30, 2002. Mr. Shaw is our Vice President of Worldwide Sales.

(10)

The address of Diane L. Reynolds is 259 Elliott Drive, Menlo Park, CA 94025.

(11)

Includes 86,040 shares issuable upon the exercise of outstanding stock options, which are exercisable within 60 days of April 30, 2002.

We will pay all costs and expenses of this offering, other than the underwriting discount relating to shares sold by the selling stockholders, the fees and disbursements of separate legal counsel and other advisors to the selling stockholders and stock transfer and other taxes attributable to the sale of shares by the selling stockholders, which will be paid by the selling stockholders.

DESCRIPTION OF CAPITAL STOCK

Upon the completion of this offering, we will be authorized to issue 60,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.001 par value per share.

Common Stock

At March 31, 2002, there were 6,027,533 shares of common stock outstanding, held of record by 56 stockholders. Options to purchase 865,948 shares of common stock were also outstanding. In addition, there were 1,238,390 shares of redeemable convertible preferred stock outstanding at March 31, 2002, held of record by three stockholders, which will be converted into 1,238,390 shares of common stock upon the closing of this offering. There will be shares of common stock outstanding (assuming no exercise of outstanding options under our stock option plans after , 2002) after giving effect to the sale of the shares offered hereby.

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available for that purpose. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to the prior distribution rights of any outstanding preferred stock. The common stock has no preemptive or conversion rights or other subscription rights. The outstanding shares of common stock are, and the shares of common stock to be issued upon completion of this offering will be, fully paid and non-assessable.

Preferred Stock

Effective upon the closing of this offering, all outstanding shares of redeemable convertible preferred stock will be converted into common stock. Upon the closing of this offering, the board of directors will have the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock, $0.001 par value, in one or more series. The board of directors will also have the authority to designate the rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of IMPAC without further action by the stockholders. The issuance of preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the common stock. As of the closing of the offering, no shares of preferred stock will be outstanding. We currently have no plans to issue any shares of preferred stock.

Registration Rights

The holders of 1,238,390 shares of common stock or their transferees are entitled to certain rights with respect to the registration of such shares under the Securities Act. These rights are provided under the terms of an investor rights agreement between us and the holders of these securities. The holders of a majority of these securities may require us to register at least 20% of such securities, or a lesser percentage if the aggregate offering price, net of discounts and commissions, would exceed $5,000,000, for public resale on two occasions starting six months after the date of this prospectus. In addition, if we register any of our common stock either for our own account or for the account of other security holders, the holders of these securities are entitled to include their shares of common stock in that registration, subject to the ability of the underwriters to limit the number of shares included in the offering. The holders of at least 20% of these securities then outstanding may also require

us, not more than twice in any twelve-month period, to register all or a portion of these securities on Form S-3 when the use of that form becomes available to us, provided that the proposed aggregate selling price, net of any underwriters’ discounts or commissions, is at least $500,000. We will be responsible for paying all registration expenses except for expenses incurred in connection with registrations requested on Form S-3. The holders selling their shares will be responsible for paying the registration expenses incurred for registrations on Form S-3 and all selling expenses. These rights will terminate five years after the closing of this offering or, if earlier, the date on which the holders of these securities may sell all of these securities under Rule 144 during any three-month period.

Delaware Anti-Takeover Law and Charter and Bylaw Provisions

Provisions of Delaware law and our charter documents could make acquiring us and removing our incumbent officers and directors more difficult. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of our company to negotiate with us first. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.

Section 203. We will be subject to the provisions of Section 203 of the Delaware law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date that the person became an interested stockholder unless, subject to exceptions, the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation’s voting stock. These provisions may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders.

Special Stockholder Meetings. Our restated bylaws will provide that special meetings of the stockholders for any purpose or purposes, unless required by law, may only be called by a majority of the entire board, the chairman of the board, or the president. This limitation on the ability to call a special meeting could make it more difficult for stockholders to initiate actions that are opposed by the board. These actions could include the removal of an incumbent director or the election of a stockholder nominee as a director. They could also include the implementation of a rule requiring stockholder ratification of specific defensive strategies that have been adopted by the board with respect to unsolicited takeover bids. In addition, the limited ability to call a special meeting of stockholders may make it more difficult to change the existing board and management.

Classified Board of Directors. Our board will be divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of the board of directors will be elected each year. These provisions are likely to increase the time required for stockholders to change the composition of our board of directors. For example, in general at least two annual meetings will be necessary for stockholders to effect a change in the majority of our board of directors. Subject to the rights of the holders of any outstanding series of preferred stock, our restated certificate of incorporation will authorize only the board of directors to fill vacancies, including newly created directorships. Our restated certificate of incorporation also will provide that directors may be removed by stockholders only for cause and only by affirmative vote of holders of two-thirds of the outstanding shares of voting stock.

Supermajority Vote to Amend Charter and Bylaws. Our restated certificate of incorporation and restated bylaws each will provide that our bylaws may only be amended by a two-thirds vote of the outstanding shares. In addition, our restated certificate of incorporation will provide that its provisions related to bylaw amendments, staggered board and indemnification may only be amended by a two-thirds vote of the outstanding shares.

No Stockholder Action by Written Consent. Our restated certificate of incorporation will provide that stockholder action can be taken only at an annual or special meeting of stockholders and may not be taken by written consent. The bylaws provide that special meetings of stockholders can be called only by the board of directors, the chairman of the board and the president. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting by the board of directors, the chairman of the board, if any, and the president.

Advance Notice Procedures. Our bylaws will provide for an advance notice procedure for the nomination, other than by or at the direction of our board of directors, of candidates for election as directors as well as for other stockholder proposals to be considered at annual meetings of stockholders.

Indemnification Provisions

As permitted by Delaware law, our restated certificate of incorporation will eliminate the personal liability of our officers and directors for monetary damages for breach or alleged breach of their fiduciary duties as officers or directors, other than in cases of fraud or other willful misconduct. In addition, our bylaws provide that we are required to indemnify our officers and directors even when indemnification would otherwise be discretionary, and we are required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified. We have entered into indemnification agreements with our officers and directors containing provisions that are, in some respects, broader than the specific indemnification provisions contained in Delaware law. The indemnification agreements require us to indemnify our officers and directors against liabilities that may arise by reason of their status or service as officers and directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for indemnification. We believe that our charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is EquiServe Trust Company, N.A.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market could reduce prevailing market prices. Sales of substantial amounts of our common stock in the public market after any restrictions on sale lapse could adversely affect the prevailing market price of the common stock and impair our ability to raise equity in the future.

Upon the closing of this offering, we will have outstanding shares of common stock based upon shares outstanding at May 31, 2002. Of these shares, assuming no exercise of the underwriters’ over-allotment option, the shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except for any shares purchased by an affiliate of us. The remaining shares of common stock held by existing stockholders are restricted securities. Restricted securities may be sold in the public market only if registered or if they qualify for exemption from registration described below under Rule 144, 144(k) or 701 promulgated under the Securities Act.

As a result of contractual restrictions described below and the provisions of Rules 144, 144(k) and 701, the restricted shares will be available for sale in the public market as follows:

•

359,289 shares will be eligible for sale immediately following this offering,

•

23,103 shares will be eligible for sale beginning 90 days after the date of this prospectus, and

•

6,900,950 shares will be eligible for sale upon the expiration of the lock-up agreements, described below, beginning 180 days after the date of this prospectus and when permitted under Rule 144, 144(k) or 701 promulgated under the Securities Act.

Lock-Up Agreements

Holders of approximately 95% of the outstanding shares of our common stock, including all of our directors and executive officers, have entered into lock-up agreements in connection with this offering. These lock-up agreements generally provide that these holders will not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of our common stock or any securities exercisable for or convertible into our common stock owned by them for a period of 180 days after the date of this prospectus without the prior written consent of Thomas Weisel Partners LLC. Notwithstanding possible earlier eligibility for sale under the provisions of Rules 144, 144(k) and 701, shares subject to lock-up agreements may not be sold until these agreements expire or are waived by Thomas Weisel Partners LLC.

Rule 144

In general, under Rule 144 as currently in effect, after the expiration of the lock-up agreements, a person who has beneficially owned restricted securities for at least one year would be entitled to sell within any three- month period a number of shares that does not exceed the greater of:

•

1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering, and

•

the average reported weekly trading volume of our common stock during the four calendar weeks preceding the sale by such person.

Sales under Rule 144 are also subject to requirements with respect to manner of sale, notice and the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been our affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, may sell these shares without complying with the manner of sale, public information, volume limitation or notice requirements of Rule 144.

Rule 701

Rule 701 permits our employees, officers, directors or consultants who purchased shares pursuant to a written compensatory plan or contract to resell such shares in reliance upon Rule 144, but without compliance with certain restrictions. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144, 90 days after effectiveness of this registration statement without complying with the holding period requirement and that non-affiliates may sell such shares in reliance on Rule 144, 90 days after effectiveness of this registration statement without complying with the holding period, public information, volume limitation or notice requirements of Rule 144.

Registration Rights

Upon the closing of this offering, the holders of approximately 1,238,390 shares of common stock, or their transferees, will be entitled to rights with respect to the registration of their shares under the Securities Act. Registration of their shares under the Securities Act would result in these shares becoming freely tradeable without restriction under the Securities Act, except for shares purchased by affiliates, immediately upon the effectiveness of such registration.

Stock Options

We intend to file a registration statement on Form S-8 under the Securities Act after the closing of this offering to register shares to be issued pursuant to our 1993 stock option plan, 1998 stock plan and 2002 stock plan and our 2002 employee stock purchase plan. As a result, shares of our common stock obtained through the exercise of any options or rights granted under these plans will also be freely tradable in the public market. However, shares held by affiliates will still be subject to the volume limitation, manner of sale, notice and public information requirements of Rule 144, unless otherwise resalable under Rule 701.

UNDERWRITING

Subject to the terms and conditions set forth in an agreement among the underwriters and us, each of the underwriters named below, through their representatives, Thomas Weisel Partners LLC, SG Cowen Securities Corporation and U.S. Bancorp Piper Jaffray Inc., has severally agreed to purchase from us the aggregate number of shares of common stock set forth opposite its name below:

Name		Number of Shares
Thomas Weisel Partners LLC
SG Cowen Securities Corporation
U.S. Bancorp Piper Jaffray Inc.

Total

The underwriting agreement provides that the obligations of the several underwriters are subject to various conditions. The nature of the underwriters’ obligations commits them to purchase and pay for all of the shares of common stock listed above if any are purchased.

Thomas Weisel Partners LLC expects to deliver the shares of common stock to purchasers on , 2002.

Over-Allotment Option

The selling stockholders have granted a 30-day over-allotment option to the underwriters to purchase up to a total of additional shares of our common stock at the initial public offering price, less the underwriting discount payable by the selling stockholders, as set forth on the cover page of this prospectus. If the underwriters exercise this option in whole or in part, then each of the underwriters will be separately committed, subject to conditions described in the underwriting agreement, to purchase the additional shares of our common stock in proportion to their respective commitments set forth in the table above.

Determination of Offering Price

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price will include:

•

the valuation multiples of publicly-traded companies that the representatives believe are comparable to us,

•

our financial information,

•

our history and prospects and the outlook for our industry,

•

an assessment of our management, our past and present operations, and the prospects for, and timing of, our future revenues,

•

the present state of our development and the progress of our business plan, and

•

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active or orderly trading market may never develop for our common stock, and our common stock may not trade in the public markets subsequent to this offering at or above the initial offering price.

Commissions and Discounts

The underwriters propose to offer the shares of common stock directly to the public at the public offering price set forth on the cover page of this prospectus, and at this price less a concession not in excess of $ per share of common stock to other dealers specified in a master agreement among underwriters who are members of the National Association of Securities Dealers, Inc. The underwriters may allow, and the other dealers specified may reallow, concessions, not in excess of $ per share of common stock to these other dealers. After this offering, the offering price, concessions and other selling terms may be changed by the underwriters. Our common stock is offered subject to receipt and acceptance by the underwriters and to other conditions, including the right to reject orders in whole or in part.

The following table summarizes the compensation to be paid to the underwriters by us and the proceeds to us and the selling stockholders before estimated expenses payable by us of $ :

	Total
	Per Share	With Over-Allotment	Without Over-Allotment
Public offering price	$	$	$
Underwriting discount
Proceeds, before expenses, to us
Proceeds, before expenses, to selling stockholders

Indemnification of the Underwriters

We and the the selling stockholders will indemnify the underwriters against some civil liabilities, including liabilities under the Securities Act and liabilities arising from breaches of our representations and warranties contained in the underwriting agreement. If the selling stockholders and us are unable to provide this indemnification, the selling stockholders and us will contribute to payments the underwriters may be required to make in respect of those liabilities.

Reserved Shares

The underwriters, at our request, have reserved for sale at the initial public offering price up to shares of common stock to be sold in this offering for sale to our employees and other persons designated by us. The number of shares available for sale to the general public will be reduced to the extent that any reserved shares are purchased. Any reserved shares not purchased in this manner will be offered by the underwriters to the public on the same basis as the other shares offered in this offering.

No Sales of Similar Securities

Holders of approximately 95% of the outstanding shares of our common stock, including all of our directors and executive officers, have agreed, subject to specified exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any shares of common stock or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock or any securities convertible into or exchangeable for shares of our common stock without the prior written consent of Thomas Weisel Partners LLC for a period of 180 days after the date of this prospectus.

We have agreed that for a period of 180 days after the date of this prospectus we will not, without the prior written consent of Thomas Weisel Partners LLC, offer, sell, or otherwise dispose of any shares of common stock, except for the shares of common stock offered in this offering, the shares of common stock issuable upon exercise of outstanding options on the date of this prospectus, and grants of options to purchase shares of common stock under the plans disclosed in this prospectus.

Nasdaq National Market Listing

We have applied to have our common stock approved for quotation on the Nasdaq National Market under the symbol “IMPC.”

Discretionary Accounts

The underwriters do not expect sales of shares of our common stock offered by this prospectus to any accounts over which they exercise discretionary authority to exceed 5% of the shares offered.

Short Sales, Stabilizing Transactions and Penalty Bids

In order to facilitate this offering, persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock during and after this offering. Specifically, the underwriters may engage in the following activities in accordance with the rules of the Securities and Exchange Commission.

Short Sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the issuer in the offering. The underwriters may close out any covered short position by either exercising their option to purchase shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are any sales in excess of such over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering.

Stabilizing Transactions. The underwriters may make bids for or purchases of the shares for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.

Penalty Bids. If the underwriters purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, they may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering. Stabilization and syndicate covering transactions may cause the price of the shares to be higher than it would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the price of the shares if it discourages resales of the shares.

Any of these activities may have the effect of preventing or retarding a decline in the market price of our common stock. They may also cause the price of our common stock to be higher than the price that would otherwise exist in the open market in the absence of these activities. The transactions above may occur on the Nasdaq National Market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. If these transactions are commenced, they may be discontinued without notice at any time.

LEGAL MATTERS

The validity of the common stock being offered by us will be passed upon by Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.

EXPERTS

The consolidated financial statements of IMPAC Medical Systems, Inc. as of September 30, 2000 and 2001 and for each of the three years in the period ended September 30, 2001 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act for the common stock offered by this prospectus. This prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules. For further information regarding us and the common stock offered by this prospectus, we refer you to the registration statement and to the exhibits and schedules. Statements made in this prospectus concerning the contents of any document referred to herein are not necessarily complete. With respect to each such document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matter involved. The registration statement and the exhibits and schedules may be inspected without charge at the public reference facilities maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference facilities by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission’s offices upon payment of fees prescribed by the Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the site is http://www.sec.gov.

This offering will subject us to the full informational requirements of the Securities Exchange act of 1934. We will fulfill our obligations to comply with such disclosure requirements by filing periodic reports and other information with the Securities and Exchange Commission. Such reports will be available for inspection and copying at the Securities and Exchange Commission’s public reference rooms or its website, as noted above.

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Report of Independent Accountants		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations		F-4

Consolidated Statements of Stockholders’ Equity		F-5

Consolidated Statements of Cash Flows		F-6

Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of

IMPAC Medical Systems, Inc. and Subsidiaries

The reincorporation described in Note 13 to the consolidated financial statements has not been consummated at June 3, 2002. When it has been consummated, we will be in a position to furnish the following report:

“In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of IMPAC Medical Systems, Inc. and its subsidiaries (the “Company”) at September 30, 2000 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.”

/s/ PricewaterhouseCoopers LLP

San Jose, California

November 2, 2001, except for Note 13,

as to which the date is June , 2002

F-2

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

								Pro Forma March 31, 2002 (see Note 2)
	September 30,					March 31, 2002
	2000			2001		March 31, 2002
						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	7,374,901		$	12,455,564	$	14,785,925
Available-for-sale securities		2,168,611			536,569		1,204,394
Accounts receivable, net of allowance for doubtful accounts of $383,927 in 2000, $250,914 in 2001 and 2002 (unaudited)		6,112,042			6,850,405		7,930,878
Inventories		30,341			34,915		34,668
Related party notes receivable, net of allowance for doubtful accounts of $690,904 in 2000, none in 2001 and 2002 (unaudited)		309,096			—		—
Deferred income taxes		866,562			1,000,672		949,523
Income tax refund receivable		149,527			404,108		403,182
Prepaid expenses and other current assets		1,503,049			1,759,835		2,064,214

Total current assets		18,514,129			23,042,068		27,372,784
Available-for-sale securities, non-current		2,838,014			4,933,318		4,234,613
Investment		36,000			36,000		—
Property and equipment, net		3,239,082			3,444,029		3,305,222
Deferred income taxes		704,077			688,404		688,404
Goodwill and other intangible assets, net of accumulated amortization of $3,264,583 in 2000, $3,625,582 in 2001 and $3,846,148 in 2002 (unaudited)		806,552			474,512		753,946
Other assets		372,323			334,401		335,861

Total assets	$	26,510,177		$	32,952,732	$	36,690,830

Liabilities, Redeemable Convertible Preferred
Stock and Stockholders’ Equity
Current liabilities:
Customer deposits	$	6,013,795		$	7,016,631	$	7,655,532
Accounts payable		513,910			721,634		745,648
Accrued liabilities		2,000,129			2,416,495		1,903,333
Income taxes payable		—			165,587		466,008
Deferred revenue		4,492,499			6,117,644		7,386,232
Capital lease obligations, current portion		50,329			57,143		60,888

Total current liabilities		13,070,662			16,495,134		18,217,641
Capital lease obligations, less current portion		236,180			179,037		147,627

Total liabilities		13,306,842			16,674,171		18,365,268

Commitments (Note 4)
Redeemable convertible preferred stock, par value: $0.001 per share
Authorized: 1,238,390 shares
Issued and outstanding: 1,238,390 shares in 2000, 2001 and 2002 (unaudited) and none pro forma (unaudited) (Liquidation preference: $1,999,838 in 2000, 2001 and 2002 (unaudited))		4,508,280			5,939,061		10,920,908	$	—

Stockholders’ equity:
Common stock, par value: $0.001 per share
Authorized: 15,000,000 shares
Issued and outstanding: 6,014,849 shares in 2000, 6,020,433 shares in 2001 and 6,027,533 shares in 2002 (unaudited) and 7,265,923 shares pro forma (unaudited)		6,015			6,021		6,028		7,266
Additional paid-in capital		900,557			904,480		938,124		11,857,794
Accumulated other comprehensive income (loss)		(11,285	)		43,480		11,065		11,065
Retained earnings		7,799,768			9,385,519		6,449,437		6,449,437

Total stockholders’ equity		8,695,055			10,339,500		7,404,654	$	18,325,562

Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	26,510,177		$	32,952,732	$	36,690,830

The accompanying notes are an integral part of these consolidated financial statements.

F-3

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended September 30,									Six Months Ended March 31,
	1999			2000			2001			2001			2002
										(unaudited)
Sales:
Software license and other, net	$	15,092,563		$	20,010,385		$	23,565,175		$	10,003,784		$	13,765,117
Maintenance and services		5,565,512			7,663,443			10,291,404			4,868,211			6,671,302

Total net sales		20,658,075			27,673,828			33,856,579			14,871,995			20,436,419
Cost of sales		5,571,282			7,544,981			9,630,526			4,526,082			5,533,048

Gross profit		15,086,793			20,128,847			24,226,053			10,345,913			14,903,371

Operating expenses:
Research and development		3,369,456			4,495,384			6,276,681			2,815,726			3,735,266
Sales and marketing		5,027,717			6,361,374			9,254,995			4,095,036			5,931,512
General and administrative		1,368,156			2,341,563			3,632,795			1,675,016			1,931,181
Write-off of purchased in-process research and development		—			307,675			510,846			510,846			—
Merger related costs		—			578,228			—			—			—
Amortization of goodwill and other intangible assets		651,698			793,200			360,999			175,273			220,566

Total operating expenses		10,417,027			14,877,424			20,036,316			9,271,897			11,818,525

Operating income		4,669,766			5,251,423			4,189,737			1,074,016			3,084,846
Interest expense		—			—			(40,771	)		(24,704	)		(14,348	)
Interest and other income, net		364,656			507,630			552,583			298,208			203,701
Write-down of notes receivable		—			(690,904	)		—			—			—

Income before provision for income taxes		5,034,422			5,068,149			4,701,549			1,347,520			3,274,199
Provision for income taxes		(1,963,337	)		(1,993,251	)		(1,685,017	)		(482,946	)		(1,211,454	)

Net income		3,071,085			3,074,898			3,016,532			864,574			2,062,745
Accretion of redeemable convertible preferred stock		—			(508,281	)		(1,430,781	)		(796,564	)		(4,981,847	)

Net income (loss) available to common stockholders	$	3,071,085		$	2,566,617		$	1,585,751		$	68,010		$	(2,919,102	)

Net income (loss) per common share:
Basic	$	0.53		$	0.43		$	0.26		$	0.01		$	(0.48	)

Diluted	$	0.43		$	0.40		$	0.25		$	0.01		$	(0.48	)

Weighted-average shares used in computing net income (loss) per common share:
Basic		5,837,087			5,906,657			6,016,972			6,015,140			6,025,639

Diluted		7,219,487			6,386,607			6,456,638			6,515,393			6,025,639

Pro forma net income per common share (unaudited) (see Note 7):
Basic							$	0.42					$	0.28

Diluted							$	0.39					$	0.27

Weighted-average shares used in computing pro forma net income per common share (unaudited) (see Note 7):
Basic								7,255,362						7,264,029

Diluted								7,695,028						7,603,271

The accompanying notes are an integral part of these consolidated financial statements.

F-4

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 1999, 2000 AND 2001

AND THE SIX MONTHS ENDED MARCH 31, 2002

	Common Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
	Shares		Amount			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Balances, October 1, 1998	5,833,906		$	5,834		$	501,423		$	(4,326	)	$	2,179,076		$	2,682,007
Issuance of common stock through exercise of options	24,100			24			33,456			—			—			33,480
Repurchase and retirement of common stock	(9,000	)		(9	)		(12,051	)		—			(17,010	)		(29,070	)
Changes in unrealized loss on available-for-sale securities	—			—			—			(23,268	)		—			(23,268	)
Net income	—			—			—			—			3,071,085			3,071,085

Balances, September 30, 1999	5,849,006			5,849			522,828			(27,594	)		5,233,151			5,734,234
Issuance of common stock through exercise of options	165,843			166			377,729			—			—			377,895
Changes in unrealized gain (loss) on available-for-sale securities	—			—			—			16,309			—			16,309
Accretion to redemption value of redeemable convertible preferred stock	—			—			—			—			(508,281	)		(508,281	)
Net income	—			—			—			—			3,074,898			3,074,898

Balances, September 30, 2000	6,014,849			6,015			900,557			(11,285	)		7,799,768			8,695,055
Issuance of common stock through exercise of options	5,584			6			3,923			—			—			3,929
Changes in unrealized loss on available-for-sale securities	—			—			—			54,765			—			54,765
Accretion to redemption value of redeemable convertible preferred stock	—			—			—			—			(1,430,781	)		(1,430,781	)
Net income	—			—			—			—			3,016,532			3,016,532

Balances, September 30, 2001	6,020,433			6,021			904,480			43,480			9,385,519			10,339,500
Issuance of common stock through exercise of options (unaudited)	10,100			10			37,661			—			—			37,671
Repurchase of common stock (unaudited)	(3,000	)		(3	)		(4,017	)		—			(16,980	)		(21,000	)
Changes in unrealized gain (loss) on available-for-sale securities (unaudited)	—			—			—			(32,415	)		—			(32,415	)
Accretion to redemption value of redeemable convertible preferred stock (unaudited)	—			—			—			—			(4,981,847	)		(4,981,847	)
Net income (unaudited)	—			—			—			—			2,062,745			2,062,745

Balances, March 31, 2002 (unaudited)	6,027,533		$	6,028		$	938,124		$	11,065		$	6,449,437		$	7,404,654

The accompanying notes are an integral part of these consolidated financial statements.

F-5

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended September 30,									Six Months Ended March 31,
	1999			2000			2001			2001			2002
										(unaudited)
Cash flows from operating activities:
Net income	$	3,071,085		$	3,074,898		$	3,016,532		$	864,574		$	2,062,745
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		478,537			652,868			1,142,484			502,304			698,683
Amortization of goodwill and other intangible assets		651,698			793,200			360,999			175,273			220,566
Write-off of purchased in-process research and development		—			307,675			510,846			510,846			—
Write-down of investment		—			119,000			—			—			—
Write-down of related party notes receivable		—			690,904			—			—			—
Provision for doubtful accounts		58,899			(79,671	)		(133,013	)		(133,013	)		—
Deferred income taxes		(498,068	)		(264,350	)		(118,437	)		—			51,149
Loss on disposal of property and equipment		17,992			5,341			23,089			6,751			—
Gain from sale of investment		—			—			—			—			(8,332	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable		(1,041,889	)		(2,328,382	)		(605,350	)		(474,977	)		(1,080,473	)
Inventories		(4,669	)		(12,008	)		(4,574	)		—			247
Related party notes receivable		—			(1,000,000	)		—			—			—
Prepaid expenses and other current assets		(111,857	)		(627,899	)		(256,786	)		(101,545	)		(304,379	)
Other assets		(81,947	)		(10,256	)		37,922			54,070			(1,460	)
Customer deposits		1,112,272			1,081,720			1,002,836			165,107			638,901
Accounts payable		194,983			103,590			207,724			(55,432	)		24,014
Accrued liabilities		379,301			943,665			416,366			(866,552	)		(513,162	)
Income tax payable/refund receivable		417,565			(524,041	)		(88,994	)		(486,684	)		301,347
Deferred revenue		802,418			1,029,193			1,625,145			1,290,397			1,268,588

Net cash provided by operating activities		5,446,320			3,955,447			7,136,789			1,451,119			3,358,434

Cash flows from investing activities:
Acquisition of property and equipment		(344,340	)		(2,855,730	)		(1,370,522	)		(503,427	)		(559,876	)
Proceeds from disposal of property and equipment		—			19,937			—			—			—
Purchase of intellectual property		(150,000	)		—			—			—			—
Payments for MC² acquisition, net of cash acquired of $1,956		—			(878,876	)		—			—			(500,000	)
Payments for CareCore acquisition		—			—			(230,707	)		(230,707	)		—
Proceeds from sale of investment		—			—			—			—			44,332
Purchase of available-for-sale securities		(28,527,757	)		(13,208,627	)		(15,105,769	)		(9,443,148	)		(4,303,225	)
Sales and maturities of available-for-sale securities		26,400,484			13,165,070			14,697,272			9,060,300			4,301,690

Net cash used in investing activities		(2,621,613	)		(3,758,226	)		(2,009,726	)		(1,116,982	)		(1,017,079	)

Cash flows from financing activities:
Principal payments on capital leases		(8,886	)		(26,158	)		(50,329	)		(24,366	)		(27,665	)
Proceeds from exercise of stock options		33,480			377,895			3,929			2,329			37,671
Repurchase of common stock		(29,070	)		—			—			—			(21,000	)

Net cash provided by (used in) financing activities		(4,476	)		351,737			(46,400	)		(22,037	)		(10,994	)

Net increase in cash and cash equivalents		2,820,231			548,958			5,080,663			312,100			2,330,361
Cash and cash equivalents at beginning of period		4,005,712			6,825,943			7,374,901			7,374,901			12,455,564

Cash and cash equivalents at end of period	$	6,825,943		$	7,374,901		$	12,455,564		$	7,687,001		$	14,785,925

Supplemental information:
Acquisition of property and equipment under capital leases	$	—		$	312,667		$	—		$	—		$	—

Accretion to redemption value of redeemable convertible preferred stock	$	—		$	508,281		$	1,430,781		$	796,564		$	4,981,847

Cash paid during the year for:
Income taxes	$	2,039,182		$	2,800,276		$	1,923,911		$	974,275		$	865,042

Interest	$	—		$	—		$	40,771		$	24,704		$	14,348

The accompanying notes are an integral part of these consolidated financial statements.

F-6

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Formation and Business of the Company:

IMPAC Medical Systems, Inc. and Subsidiary (the “Company”) was incorporated in the state of California on January 17, 1990. The Company is a leading provider of information technology solutions for cancer care. The Company’s products provide integrated clinical and administrative solutions to manage complexities of cancer care, from detection and diagnosis through treatment and follow-up. In addition, a portion of the same products are indirectly distributed through a licensing arrangement with a large equipment manufacturer. Revenues are derived from the licensing of the Company’s software products, related software support agreements, training programs and sales of third party hardware and software.

Note 2—Summary of Significant Accounting Policies:

Basis of consolidation

The Company’s consolidated financial statements include the accounts of its wholly owned subsidiary IMPAC International, Inc., a U.S. Virgin Islands Foreign Sales Corporation. In October 2001, the Company established IMPAC Global Systems, Inc., a wholly owned subsidiary incorporated in the state of Delaware. All intercompany balances and transactions have been eliminated.

Unaudited interim results

The accompanying consolidated balance sheet as of March 31, 2002, the consolidated statements of operations and of cash flows for the six months ended March 31, 2001 and 2002, and the consolidated statement of stockholders’ equity for the six months ended March 31, 2002 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations and cash flows for the six months ended March 31, 2001 and 2002. The financial data and other information disclosed in these notes to the financial statements related to the six-month periods are unaudited. The results for the six months ended March 31, 2002 are not necessarily indicative of the results to be expected for the year ending September 30, 2002 or for any other interim period or for any future year.

Unaudited pro forma stockholders’ equity

If the offering contemplated by this prospectus is consummated, all of the redeemable convertible preferred stock outstanding will convert automatically upon the closing date of an initial public offering of the Company’s common stock into 1,238,390 shares of common stock based on the shares of redeemable convertible preferred stock outstanding at March 31, 2002. Unaudited pro forma stockholders’ equity, as adjusted for the assumed conversion of the preferred stock, is set forth on the balance sheet.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

F-7

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair value of financial instruments

Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, investments, accounts receivable, accounts payable, accrued expenses and other liabilities, approximate fair value due to their short maturities. Estimated fair value for marketable securities, which are separately disclosed elsewhere, are based on quoted market prices for the same or similar instruments.

Cash and cash equivalents

Cash equivalents comprise highly liquid investments purchased with original maturities of three months or less. The majority of the Company’s cash and cash equivalents are invested in deposits with two major banks in the United States of America. The Company has not experienced any losses on its deposits.

Available-for-sale securities

The Company has classified its investments as “available-for-sale.” Such investments are recorded at fair market value with unrealized gains and losses on such securities reported as a separate component of stockholders’ equity. Realized gains and losses on sales of all such securities are reported in earnings and computed using the specific identification cost method.

Investment

This investment comprises a nonmarketable investment in a private company and is carried at cost. As of September 30, 2000 and 2001, the Company’s equity interest in the private company was less than 20% and the Company did not exert significant influence over the entity. In February 2002, the Company sold this investment for proceeds of $44,332 (unaudited).

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market. As of September 30, 2000 and 2001 and March 31, 2002 (unaudited), inventory is entirely comprised of finished goods.

Depreciation and amortization

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets, generally three to seven years. Amortization of leasehold improvements and equipment held under capital leases are provided on a straight-line basis over the life of the related asset or, if shorter, the lease term. Upon sale or retirement of assets the costs and related accumulated depreciation or amortization are removed from the balance sheet, and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expense as incurred.

Goodwill and other intangible assets

Goodwill and other intangible assets, including customer lists and acquired workforce, are stated at cost and are amortized on a straight-line basis over their estimated useful lives of generally two to five years.

F-8

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset.

Redeemable convertible preferred stock

The carrying value of redeemable convertible preferred stock is increased by periodic accretions, using the effective interest method, so that the carrying amount will equal the redemption value at the redemption date. These increases are effected through charges against retained earnings.

Comprehensive income (loss)

Comprehensive income (loss) generally represents all changes in stockholders’ equity except those resulting from investments or contributions by stockholders. The Company’s unrealized gains and losses on its available-for-sale securities represents the only components of comprehensive income (loss) excluded from the reported net income. As these components are not significant, individually or in aggregate, no separate statement of comprehensive income (loss) has been presented.

Revenue recognition

The Company’s revenue is derived primarily from two sources: (i) software license revenue, derived primarily from product sales to distributors and end users, and (ii) maintenance and services revenue, derived primarily from providing support, education and consulting services to end users.

The Company accounts for sales of software and maintenance revenue under the provisions of Statement of Position 97-2, (“SOP 97-2”), “Software Revenue Recognition,” as amended. SOP 97-2, generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on vendor-specific objective evidence. For hardware transactions where no software is involved, the Company applies the provisions of Staff Accounting Bulletin 101 “Revenue Recognition.” Hardware transactions represented 6.1% of the Company’s total net sales in fiscal 1999, 5.7% in fiscal 2000, 4.4% in fiscal 2001 and 4.0% (unaudited) in the six months ended March 31, 2002.

The fee for multiple-element arrangements is allocated to each element of the arrangement, such as maintenance and support services, based on the relative fair values of the elements. The Company determines the fair value of each element in multi-element arrangements based on vendor-specific objective evidence for each element which is based on the price charged when the same element is sold separately. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.

The Company recognizes revenue from the sale of software licenses when persuasive evidence of an arrangement exists, the product has been accepted, the fee is fixed or determinable, and collection of the resulting receivable is probable. Acceptance generally occurs when the product has been installed, training has occurred and the product is in clinical use at the customer site. For distributor related transactions, acceptance occurs with delivery of software registration keys to the distributor’s order fulfillment department. At the time of the transaction, the Company assesses whether the fee associated with the revenue transactions is fixed or

F-9

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

determinable and whether or not collection is probable. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction.

Fair values for the ongoing maintenance, which includes updates and support, are based upon a percentage of the current list price of the software. Fair value of services, such as training or consulting, are based upon separate sales by us of these services to other customers. The Company recognizes revenue for maintenance services ratably over the contract term. Training and consulting services are billed based on hourly rates, and are generally recognized as revenue as these services are performed.

Research and development costs

Research and development costs are expensed as incurred. Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,” development costs related to software products are expensed as incurred until “technological feasibility” of the product has been established. No software development costs have been capitalized because costs incurred subsequent to establishment of technological feasibility have not been significant.

Advertising costs

Advertising costs, included in sales and marketing expenses, are expensed as incurred. Advertising costs for the years ended September 30, 1999, 2000 and 2001 were $181,095, $254,833 and $292,493, respectively.

Income taxes

The Company accounts for income taxes under the liability method. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

Accounting for stock-based compensation

The Company uses the intrinsic value method of Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees,” in accounting for its employee stock options, and presents disclosure of pro forma information required under SFAS No. 123, “Accounting for Stock-Based Compensation.”

Concentration of credit risk and other risks and uncertainties

Certain of the Company’s products require approval from the Food and Drug Administration and foreign regulatory agencies prior to commercialized sale and are subject to continued regulations once approved. There can be no assurance that the Company’s new products or new versions of previous products will receive any of these required approvals. If the Company was denied such approvals or such approvals were delayed, it could have a materially adverse impact on the Company.

During the fiscal years ended 1999, 2000 and 2001, one customer accounted for approximately 18%, 15% and 13% of total net sales, respectively. No customer accounted for more than 10% of total accounts receivable at September 30, 2001 and 2000.

F-10

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company maintains allowances for potential credit losses and such losses have been within the Company’s expectations.

Segments

The Company operates in one segment, using one measurement of profitability to manage its business. As of September 30, 2000 and 2001, all long-lived assets are maintained in the United States of America. During the years ended September 30, 1999, 2000 and 2001, sales to international customers accounted for 10%, 8% and 6% of total net sales, respectively.

Net income (loss) per common share

Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of vested common shares outstanding for the period. Diluted net income (loss) per common share is computed giving effect to all potential dilutive common stock, including options and redeemable convertible preferred stock.

A reconciliation of the numerator and denominator used in the basic and diluted net income (loss) per share follows.

	Years Ended September 30,								Six Months Ended March 31,
	1999		2000			2001			2001			2002
									(unaudited)
Numerator:
Net income	$	3,071,085	$	3,074,898		$	3,016,532		$	864,574		$	2,062,745
Accretion of redeemable convertible preferred stock		—		(508,281	)		(1,430,781	)		(796,564	)		(4,981,847	)

Net income (loss) available to common stockholders	$	3,071,085	$	2,566,617		$	1,585,751		$	68,010		$	(2,919,102	)

Denominator:
Weighted-average shares used in computing basic net income (loss) per common share		5,837,087		5,906,657			6,016,972			6,015,140			6,025,639
Dilutive effect of options to purchase shares		144,010		479,950			439,666			500,253			—
Dilutive effect of redeemable convertible preferred stock		1,238,390		—			—			—			—

Weighted-average shares used in computing diluted net income (loss) per common share		7,219,487		6,386,607			6,456,638			6,515,393			6,025,639

F-11

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following outstanding options and redeemable convertible preferred stock were excluded from the computation of diluted net income (loss) per share as they had an antidilutive effect:

	Years Ended September 30,			Six Months Ended March 31,

	1999	2000	2001	2001	2002
				(unaudited)
Options to purchase common stock	—	1,967	6,247	6,495	345,242
Redeemable convertible preferred stock	—	1,238,390	1,238,390	1,238,390	1,238,390

Recent accounting pronouncements

In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 “Business Combinations,” which establishes financial accounting and reporting for business combinations and supersedes APB Opinion No. 16, Business Combinations, and FASB Statement No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises. SFAS No. 141 requires that all business combinations be accounted for using one method, the purchase method. The provisions apply to all business combinations initiated after June 30, 2001.

In July 2001, the FASB issued SFAS No. 142 “Goodwill and Other Intangible Assets,” which establishes financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition, and after they have been initially recognized in the financial statements. The provisions of SFAS No. 142 are effective for fiscal years beginning after December 15, 2001. In accordance with SFAS No. 142, beginning October 1, 2002, goodwill will not be systematically amortized but rather, the Company will perform an assessment for impairment at least annually by applying a fair-value-based test. The Company will also reclassify the unamortized balance of acquired workforce to goodwill.

In October 2001, the FASB issued SFAS No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses significant issues relating to the implementation of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and develops a single accounting method under which long-lived assets that are to be disposed of by sale are measured at the lower of book value or fair value less cost to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and its provisions are to be applied prospectively. The Company will adopt SFAS No. 144 for the fiscal year ended September 30, 2003. This adoption is not expected to have a material impact on the Company’s financial statements and related disclosures.

In April 2002, the FASB issued SFAS No. 145 “Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” which eliminates inconsistencies between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002 and for transactions occurring after May 15, 2002. The Company will adopt

F-12

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SFAS No. 145 for the fiscal year ended September 30, 2003. This adoption is not expected to have a material impact on the Company’s financial statements and related disclosures.

Note 3—Balance Sheet Detail:

Available-for-sale securities

Available-for-sale securities at September 30, 2000 are summarized as follows:

	Fair Market Value		Amortized Cost Basis		Unrealized Gain (Loss)
Municipal bonds	$	879,723	$	888,799	$	(9,076	)
Commercial paper		839,595		837,286		2,309
Asset backed securities		752,775		752,322		453
Corporate bonds		746,016		754,746		(8,730	)
Taxable floating rate notes		516,304		514,230		2,074
Collateralized mortgage obligations		372,212		370,527		1,685
Tax exempt floating rate notes		900,000		900,000		—

	$	5,006,625	$	5,017,910	$	(11,285	)

Available-for-sale securities at September 30, 2001 are summarized as follows:

	Fair Market Value		Amortized Cost Basis		Unrealized Gain
Municipal bonds	$	663,139	$	661,148	$	1,991
Commercial paper		399,560		399,124		436
Asset backed securities		1,196,890		1,169,740		27,150
Corporate bonds		226,788		221,988		4,800
Taxable floating rate notes		600,000		600,000		—
Collateralized mortgage obligations		483,510		474,407		9,103
Tax exempt floating rate notes		1,900,000		1,900,000		—

	$	5,469,887	$	5,426,407	$	43,480

Realized gains (losses) on the sale of available-for-sale securities for the years ended September 30, 2001 and 2000 were not material.

Maturities of available-for-sale securities at September 30, 2001 are summarized as follows:

	Maturity in 1 Year or Less		Maturity in 1 to 5 Years		Maturity in 5 to 10 Years		Maturity in Greater Than 10 Years
Municipal bonds	$	85,134	$	478,005	$	100,000	$	—
Corporate bonds		51,875		174,913		—		—
Commercial paper		399,560		—		—		—
Asset backed securities		—		582,110		87,601		527,178
Collateralized mortgage obligations		—		32,722		142,346		308,443
Tax exempt floating rate notes		—		—		500,000		1,400,000
Taxable floating rate notes		—		—		—		600,000

	$	536,569	$	1,267,750	$	829,947	$	2,835,621

F-13

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Prepaid expenses and other current assets

	September 30,
	2000		2001
Prepaid commissions	$	671,385	$	982,703
Prepaid marketing expenses		74,480		151,414
Prepaid software installation expenses		409,094		241,421
Other		348,090		384,297

	$	1,503,049	$	1,759,835

Property and equipment, net

	September 30,
	2000			2001
Computer hardware	$	2,613,674		$	3,318,442
Computer software		556,542			732,757
Furniture and fixtures		1,229,454			1,314,167
Leasehold improvements		893,036			829,403

		5,292,706			6,194,769
Less: Accumulated depreciation and amortization		(2,053,624	)		(2,750,740	)

	$	3,239,082		$	3,444,029

Equipment acquired under capital leases are included in property and equipment with a cost of $346,448 and accumulated amortization of $69,923 and $108,830 as of September 30, 2000 and 2001, respectively.

Accrued liabilities

	September 30,
	2000		2001
Accrued compensation	$	265,418	$	847,647
Accrued vacation		443,178		607,559
Accrued 401(k) payable		85,146		77,473
Accrued commissions		320,029		551,588
Accrued payroll taxes		338,151		323,638
Other accrued liabilities		548,207		8,590

	$	2,000,129	$	2,416,495

Note 4—Commitments:

Operating leases

The Company leases its facilities and premises under noncancelable operating leases, which expire between October 2001 and March 2007. The leases in Mountain View, California and in Bulfinch, Massachusetts have an option to extend the leases for an additional five years. Under these agreements, the Company is responsible for certain maintenance costs, taxes and insurance expenses. The Company also leases premises in Urbana, Maryland on a month to month basis.

F-14

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In addition, the Company leases three automobiles and office equipment under operating leases with expiration dates through February 2005, each having purchase options at the end of the lease term. At September 30, 2001, aggregate future minimum payments under noncancelable operating leases are as follows:

2002	$	1,972,279
2003		1,957,533
2004		1,953,481
2005		1,937,437
2006		1,643,014
Thereafter		709,208

	$	10,172,952

Rent expense, including the facility lease and equipment rental, was $518,512, $973,911 and $2,190,200 for the years ended September 30, 1999, 2000 and 2001, respectively. In 2000 and 2001, rent expense is net of $308,730 and $327,568, respectively, of rental income related to the sublease of premises in Mountain View, California. The sublease agreement expired in June 2001.

Capital lease obligations

During 2000, the Company acquired office furniture under a capital lease. Payments, comprising both principal and interest, are due in sixty equal monthly installments through March 2005.

As of September 30, 2001, aggregate future minimum lease payments are as follows:

2002	$	84,026
2003		84,026
2004		84,026
2005		42,013

Minimum payments		294,091
Less: Amount representing interest		(57,911	)

Principal amount of minimum payments		236,180
Less: Current portion		(57,143	)

	$	179,037

Royalties and software development agreement

The Company has contracted with third parties to supply data used in conjunction with the Company’s products. These contracts provide for payment of royalties ranging from 1.0% to 5.0% of future net sales from certain products.

Legal proceedings

From time to time the Company may become involved in legal proceedings arising from the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

F-15

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 5—Redeemable Convertible Preferred Stock:

Under the Company’s Certificate of Incorporation, the Company’s redeemable convertible preferred stock is issuable in series and must be approved by the stockholders of the Company. The first and only series of the redeemable convertible preferred stock is designated “Series A preferred stock” and consists of 1,238,390 shares.

As of September 30, 1999, 2000 and 2001, and March 31, 2002 (unaudited), the redeemable convertible preferred stock comprises:

	Number of Shares Authorized	Number of Shares Issued and Outstanding	Proceeds, Net of Issuance Costs		Liquidation Preference
Series A	1,238,390	1,238,390	$	3,999,999	$	1,999,838

The rights, privileges and preferences of the redeemable convertible preferred stock are as follows:

Dividends

The holders of Series A redeemable convertible preferred stock are entitled to receive, in any fiscal year, when and as declared by the Board of Directors, out of any assets legally available, dividends at the same rate and at the same time as is paid on the common shares.

The right to such dividends on the Series A redeemable convertible preferred stock is not cumulative, and no right shall accrue to holders of the Series A redeemable convertible preferred stock by reason of the fact that dividends on such shares are not declared in any prior year, nor will any undeclared or unpaid dividend bear or accrue interest. As of March 31, 2002, no dividends have been declared.

Liquidation

In the event of any liquidation, dissolution, or winding up of the Company, either voluntary of involuntary, the holders of the then outstanding Series A redeemable convertible preferred stock are entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the common stock, the amount of $1.615 per Series A redeemable convertible preferred stock, plus all declared but unpaid dividends. If upon occurrence of such event the assets and funds thus distributed among the holders of the Series A redeemable convertible preferred stock shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Company legally available for distribution will be allocated among the holders of the then outstanding Series A redeemable convertible preferred stock, pro-rata, according to the number of outstanding shares held by each holder.

The merger or consolidation of the Company into another entity or any transaction in which more than 50% of the voting power of the Company is disposed of or the sale, transfer or disposition of substantially all of the property or business of the Company is deemed a liquidation, dissolution or winding of the Company.

Redemption

Upon delivery to the Company after September 27, 2002, of a written request signed by the holders of a majority of the then outstanding Series A redeemable convertible preferred stock voting together as a single class, the Company will be required to redeem the shares specified in the redemption request by paying in cash a

F-16

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

sum equal to the higher of (i) $3.23 per share of Series A redeemable convertible preferred stock or (ii) the fair value of each share, plus all declared or accumulated but unpaid dividends on such shares within thirty days. The redemption value of the redeemable convertible preferred stock at September 30, 2001 and March 31, 2002 was approximately $7,430,000 and $13,622,000 (unaudited), respectively.

Conversion

The Series A redeemable convertible preferred stock are convertible, at the option of the holders, into such number of common shares, as is determined by dividing the original issuance price for each Series A redeemable convertible preferred stock by the conversion price (as defined and subject to certain adjustments set forth in the Company’s Certificate of Incorporation). Conversion is automatic upon closing of a firm commitment underwritten public offering of the Company’s common shares at a price of not less than $6.46 per share and an aggregate offering proceeds of not less than $15,000,000, net of underwriting and commissions.

Voting

The holder of each share of Series A redeemable convertible preferred stock is entitled to the number of votes equal to the number of whole common shares of the Company into which such holder’s Series A redeemable convertible preferred stock could be converted into on the record date for the vote on written consent of the stockholders; will have voting rights and powers of common shares, and will vote as a single class with the holders of common shares, except in certain circumstances set forth in the Company’s Certificate of Incorporation and as required by law.

Note 6—Stockholders’ Equity:

Common stock

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of March 31, 2002.

During fiscal 1999 and the six months ended March 31, 2002, the Company repurchased and retired 9,000 and 3,000 (unaudited) shares of common stock at a total cost of $29,070 and $21,000 (unaudited), respectively. The Company made no repurchases or retirements during fiscal 2000 and 2001.

Stock Option Plans

The Company has reserved shares of common stock for issuance under the 1993 Stock Option Plan and the 1998 Stock Plan (the “Plans”). Under the Plans, the Board of Directors may grant either the right to purchase shares or options to purchase common shares of the Company at prices not less than the fair market value at the date of grant for qualified options and 85% of the fair market value for non-qualified options and purchase rights. If an individual owns stock representing more than 10% of the outstanding shares, the price of each share shall be at least 110% of the fair market value, as determined by the Board of Directors. Options granted under the Plans are exercisable as determined by the Board of Directors, and generally expire ten years from date of grant.

The Company has the right of first refusal to repurchase common shares issued under the Plans at fair market value. The right of first refusal terminates upon the earlier of the effective date of a merger involving the Company in which the stockholders of the Company own less than 50% of the equity securities of the surviving corporation or the effective date of a sale of all, or substantially all, of the assets of the Company.

F-17

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of September 30, 2001 and March 31, 2002, 270,160 and 272,660 (unaudited) shares are available for future grant under the Plans.

Option activity under the Plans are as follows:

	Options Outstanding
	Number of Shares		Exercise Price	Total			Weighted Average Exercise Price
Balances, October 1, 1998	445,285		$0.32–$3.23		$ 946,708		$2.13
Options granted	197,500		$3.23		637,925		$3.23
Options exercised	(24,100	)	$0.32–$3.23		(33,480	)	$1.39
Options canceled/expired	(21,063	)	$3.23		(68,033	)	$3.23

Balances, September 30, 1999	597,622		$0.32–$3.23		1,483,120		$2.48
Options granted	279,000		$5.00–$16.85		1,489,800		$5.34
Options exercised	(165,843	)	$0.32–$5.00		(377,895	)	$2.28
Options canceled/expired	(20,397	)	$3.23–$5.00		(69,422	)	$3.40

Balances, September 30, 2000	690,382		$0.32–$16.85		2,525,603		$3.66
Options granted	202,500		$6.00		1,215,000		$6.00
Options exercised	(5,584	)	$0.32–$5.00		(3,929	)	$0.70
Options canceled/expired	(8,750	)	$1.34–$16.85		(62,020	)	$7.09

Balances, September 30, 2001	878,548		$0.32–$16.85		3,674,654		$4.18
Options exercised (unaudited)	(10,100	)	$0.70–$6.00		(37,671	)	$3.73
Options canceled (unaudited)	(2,500	)	$6.00		(15,000	)	$6.00

Balances, March 31, 2002 (unaudited)	865,948		$0.32–$16.85		$3,621,983		$4.18

The options outstanding and exercisable by exercise price at September 30, 2001 are as follows:

Options Outstanding
Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (in Years)	Options Exercisable
$ 0.32	60,000	2.62	60,000
$ 0.70	4,000	0.73	4,000
$ 1.34	37,334	1.22	37,334
$ 3.23	314,714	6.46	238,676
$ 5.00	254,000	8.30	103,498
$ 6.00	202,500	9.42	—
$16.85	6,000	8.76	1,749

	878,548		445,257

F-18

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The options outstanding and exercisable by exercise price at March 31, 2002 (unaudited) are as follows:

Options Outstanding			Options Exercisable
Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (in Years)	Options Exercisable
$ 0.32	60,000	2.12	60,000
$ 0.70	2,000	0.23	2,000
$ 1.34	35,134	0.75	35,134
$ 3.23	313,964	5.96	268,957
$ 5.00	254,000	7.80	135,248
$ 6.00	194,850	8.91	46,304
$16.85	6,000	8.26	2,499

	865,948		550,142

The Company has adopted the disclosure-only provisions of SFAS No. 123. The Company calculated the fair value of each option on the date of grant using the minimum value method as prescribed by SFAS No. 123 with the following assumptions:

	Years Ended September 30,			Six Months Ended March 31, 2001
	1999	2000	2001	Six Months Ended March 31, 2001
				(unaudited)
Risk-free interest rate	4.66%–5.18%	6.03%–6.68%	5.19%–5.42%	5.19%
Expected average life	5 years	4 years	4 years	4 years
Expected dividends	—	—	—	—

No options were granted during the six months ended March 31, 2002 (unaudited).

The risk-free interest rate was calculated in accordance with the grant date and the expected life of the options equal to the vesting period for the fiscal years ended 2001 and 2000.

As the determination of fair value of all options granted after such time the Company becomes a public company will include an expected volatility factor in addition to the factors described in the preceding table, the following results may not be representative of future periods.

F-19

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Had compensation costs been determined based upon the fair value at the grant date, consistent with the methodology prescribed under SFAS No. 123, the Company’s pro forma net income (loss) available to common stockholders and pro forma net income (loss) per common share, basic and diluted, would have been as follows:

	Years Ended September 30,						Six Months Ended March 31,
	1999		2000		2001		2001			2002
							(unaudited)
Net income (loss) available to common stockholders:
As reported	$	3,071,085	$	2,566,617	$	1,585,751	$	68,010		$	(2,919,102	)

Pro forma	$	3,001,967	$	2,436,868	$	1,424,771	$	(5,747	)	$	(3,005,324	)

Net income (loss) per common share:
Basic:
As reported	$	0.53	$	0.43	$	0.26	$	0.01		$	(0.48	)

Pro forma	$	0.51	$	0.41	$	0.24	$	—		$	(0.50	)

Diluted:
As reported	$	0.43	$	0.40	$	0.25	$	0.01		$	(0.48	)

Pro forma	$	0.42	$	0.38	$	0.22	$	—		$	(0.50	)

The weighted-average grant date fair value per share of options granted during the years ended September 30, 1999, 2000 and 2001 was $0.69, $1.20 and $1.11, respectively. No options were granted during the six months ended March 31, 2002 (unaudited).

F-20

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 7—Unaudited Pro Forma Net Income Per Common Share:

Pro forma basic and diluted net income per common share have been computed to give effect to redeemable convertible preferred stock that will convert to common stock upon the closing of the Company’s initial public offering (using the as-converted method) for the year ended September 30, 2001 and the six months ended March 31, 2002. A reconciliation of the numerator and denominator used in the calculation of pro forma basic and diluted net income per common share follows:

	Year Ended September 30, 2001		Six Months Ended March 31, 2002
	(unaudited)
Pro forma net income per common share, basic and diluted:
Net income (loss) available to common stockholders	$	1,585,751	$	(2,919,102	)
Accretion of redeemable convertible preferred stock		1,430,781		4,981,847

Net income	$	3,016,532	$	2,062,745

Weighted-average shares outstanding used in computing basic net income (loss) per common share		6,016,972		6,025,639
Adjustments to reflect the effect of the assumed conversion of the preferred stock from the date of issuance		1,238,390		1,238,390

Weighted-average shares used in computing basic pro forma net income per common share		7,255,362		7,264,029
Adjustments to reflect the effect of the assumed conversion of options outstanding		439,666		339,242

Weighted-average shares used in computing diluted pro forma net income per common share		7,695,028		7,603,271

Pro forma net income per common share:
Basic	$	0.42	$	0.28

Diluted	$	0.39	$	0.27

F-21

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 8—Income Taxes:

The provision for income taxes is as follows:

	Years Ended September 30,
	1999		2000			2001
Federal:
Current	$	998,000	$	1,747,000		$	1,583,000
Deferred		408,000		(324,000	)		(156,000	)

		1,406,000		1,423,000			1,427,000


State:
Current		440,000		484,000			196,000
Deferred		90,000		60,000			38,000

		530,000		544,000			234,000


Foreign:
Current		27,000		26,000			24,000

Total provision for income taxes	$	1,963,000	$	1,993,000		$	1,685,000

The components of the net deferred income tax assets are as follows:

	September 30,
	2000		2001
Depreciation and amortization	$	704,000	$	1,049,000
Allowance for doubtful accounts		100,000		98,000
Accrued liabilities		354,000		302,000
Deferred revenue		33,000		—
Research tax credits		247,000		117,000
State taxes		133,000		123,000

	$	1,571,000	$	1,689,000

On January 3, 1995, the Company established a wholly owned Foreign Sales Corporation (“FSC”) in order to utilize certain tax income benefits associated with foreign sales. The activities of the FSC have been combined with the parent company and the taxes paid have been recorded as current tax expense in these financial statements. However, the Company’s income before provision for income taxes is substantially all from its domestic operations.

F-22

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The provision for income taxes differs from the amount computed by applying the statutory federal tax rate to income before taxes as follows:

	Years ended September 30,
	1999		2000		2001
Federal income tax at statutory rate	34.0	%	34.0	%	34.0	%
State income taxes, net of federal effect	5.8		6.3		5.8
Research and development tax credits	(3.0	)	(3.6	)	(5.2	)
Foreign Sales Corporation benefit	(1.5	)	(1.5	)	(1.5	)
Foreign Sales Corporation taxes	0.5		0.5		0.5
Other	3.2		3.6		2.2

Provision for income taxes	39.0	%	39.3	%	35.8	%

Note 9—Acquisitions:

MC² Scientific Systems, Inc.

In April 2000, the Company acquired substantially all of the assets of MC² Scientific Systems, Inc., (“MC²”), a Florida corporation engaged in the scientific software industry. The purchase consideration consisted of $800,000 in cash and transaction costs of approximately $81,000. In addition, the Company agreed to pay $500,000 upon completion of certain regulatory approval milestones (provided such clearance is obtained no later than three years from the acquisition date). The contingent payment of $500,000 will be allocated to goodwill if and when paid (see Note 13).

The acquisition of MC² has been accounted for using the purchase method of accounting and, accordingly the results of operations of MC² have been included in the Company’s consolidated financial statements subsequent to April 19, 2000. The purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the date of acquisition as determined by management. The excess of the purchase price over the fair value of the net identifiable assets was allocated to goodwill. The purchase price was allocated as follows:

Cash and cash equivalents	$	1,956
Property and equipment, net		5,219
Assumed liabilities		(21,974	)
Developed/core technology		385,994
Acquired in-process research and development		307,675
Acquired workforce		39,982
Goodwill		161,979

Total purchase price	$	880,831

The amortization of developed/core technology, acquired workforce and goodwill is being computed over three, two and five years, respectively, on a straight-line basis. The fair value of the identifiable assets, including the portion of the purchase price attributed to the developed/core technology and acquired in-process research and development was determined by management and an independent appraisal. The income approach was used to value developed/core technology and acquired in-process research and development, which includes an analysis of the completion costs, cash flows, other required assets and risk associated with achieving such cash flows. Management expected revenues to start in 2001 and continue through 2004 for in-process technologies.

F-23

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Gross margins were estimated to be stable and operating expense ratios are estimated to slightly decline over the years. The present value of these cash flows were then calculated with a discount rate of 20% for the developed/core technology and 25% for the in-process research and development. At the date of the acquisition, the Company determined the technological feasibility of MC²’s products was not established and, accordingly, wrote-off the corresponding amounts to acquired in-process research and development. At the date of acquisition, the only identifiable intangible assets acquired were the developed/core technology and acquired workforce. Currently the Company knows of no developments, which would lead it to change its original assessment of the expected timing and commercial viability of these projects.

CareCore, Inc.

In February 2001, the Company acquired certain intangible assets of CareCore, Inc. (“CareCore”), a Delaware corporation engaged in the scientific software industry. The purchase consideration consisted of a prior loan provided by the Company with a fair value of $309,096, the purchase of other debt holders loans of $190,904 (see Note 11) and transaction costs of approximately $39,803. The Company did not assume any CareCore liabilities or employee stock options.

The acquisition of CareCore has been accounted for using the purchase method of accounting and, accordingly, the results of operations of CareCore have been included in the Company’s consolidated financial statements subsequent to March 28, 2001. The purchase price was allocated to the assets acquired based on their estimated fair values at the date of acquisition as determined by management. The purchase price was allocated as follows:

Acquired in-process research and development	$	510,846
Acquired workforce		28,957

Total purchase price	$	539,803

The acquired workforce is being amortized over 10 months on a straight-line basis. The fair value of the identifiable assets, including the portion of the purchase price attributed to the acquired in-process research and development, was determined by management and an independent appraisal. The income approach was used to value the in-process research and development, which includes an analysis of the completion costs, cash flows, other required assets and risk associated with achieving such cash flows. Management expected revenues to start in 2001 and continue through 2003. Gross margins are estimated to be stable and operating expense ratios are expected to slightly decline over the years. The present value of these cash flows were then calculated with a discount rate of 30% for the in-process research and development. At the date of the acquisition, the Company determined the technological feasibility of CareCore’s products was not established and, accordingly, wrote-off the corresponding amounts to acquired in-process research and development. At the date of acquisition, the only identifiable intangible asset acquired was the workforce. Currently the Company knows of no developments which would lead it to change its original assessment of the expected timing and commercial viability of these projects.

F-24

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information are based on the respective historical financial statements of the Company, MC² and CareCore. The pro forma financial information reflects the consolidated results of operations as if the acquisitions of MC² and CareCore occurred at the beginning of each of the periods presented. The pro forma data excludes the charges for in-process research and development and the amortization of the resulting goodwill and other intangible assets. The pro forma financial data presented are not necessarily indicative of the Company’s results of operations that might have occurred had the transactions been completed at the beginning of the periods presented, and do not purport to represent what the Company’s consolidated results of operations might be for any future period.

	Year Ended September 30, 2001		Six Months Ended March 31, 2002
	(in thousands, except per share data)
Net sales	$	33,856,579	$	20,436,419
Net income (loss) available to common stockholders	$	2,457,596	$	(2,698,536	)
Net income (loss) per common share:
Basic	$	0.41	$	(0.45	)
Diluted	$	0.38	$	(0.45	)
Weighted-average shares used in computing net income (loss) per common share:
Basic		6,016,972		6,025,639
Diluted		6,456,638		6,025,639

Note 10—Retirement Plan:

The Company has a voluntary 401(k) Plan (the “Plan”) covering substantially all eligible employees. The Plan provides for employees to make tax deferred contributions to the Plan equal to a maximum of 15% of their salary under a written elective deferral agreement. The Company will match the first 5% of such contributions, which vest over a six year period. The Company contributed $254,404, $298,196 and $424,862 to the Plan in the fiscal years ended September 30, 1999, 2000 and 2001, respectively.

Note 11—Related Party Note Receivable:

In November 1999, the Company entered into a convertible note receivable agreement with CareCore, in the amount of $1,000,000. Officers and Directors of CareCore were also Officers and Directors of the Company. Under the terms of the agreement, the note was due and payable upon demand to the Company at any time after November 2000. The note, which bore interest at 5.57%, was convertible at the Company’s option, in whole or in part, into shares of the preferred stock series to be issued in CareCore’s next round of equity financing. In connection with the note, the Company also received a warrant to purchase a number of shares of the redeemable convertible preferred stock issued in CareCore’s next equity financing equal to the quotient obtained by dividing 20% of the original note principal amount, by the price of the shares of preferred stock sold in such equity financing. In the event such equity financing did not occur on or before May 31, 2002, the warrant was to be exercisable for shares of common stock at $0.50 per share. Based on information available at September 30, 2000, the note receivable was deemed unlikely to be fully collected and as such the receivable was written-down to $309,096, a balance which the Company deemed collectable.

Also in November 1999, CareCore entered into convertible promissory note agreements with Officers and Directors of the Company. On December 29, 2000, the Company purchased the outstanding convertible notes

F-25

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

receivable from the Officers and Directors of the Company at $0.30 on each $1.00 for total consideration of $190,904. In February 2001, these receivables were settled and the warrant was terminated as part of the Company’s acquisition of CareCore (see Note 9).

Note 12—Merger Related Costs:

In June 2000, the Company signed a definitive agreement with a publicly traded company to merge the organizations in a transaction that would have been accounted for as a pooling of interests. On November 6, 2000, the U.S. Department of Justice announced its intention to block the proposed transaction due to antitrust concerns in the radiation oncology information management system market sector. Both parties agreed not to challenge the decision by foregoing the option to seek further judgment by the Federal courts. The Company incurred $578,228 of legal and accounting fees associated with the transaction.

Note 13—Subsequent Event:

Reincorporation

Prior to the completion of the Company’s initial public offering, the Company’s Board of Directors will authorize the reincorporation of the Company in the state of Delaware, subject to stockholder approval. Following the reincorporation, the Company will be authorized to issue 60,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock. The Board of Directors has the authority to issue the undesignated preferred stock in one or more series and to fix the rights preferences, privileges and restrictions thereof. The accompanying consolidated financial statements have been retroactively restated to give effect to the reincorporation.

Note 14—Subsequent Events (Unaudited):

Subsidiaries

In January 2002, the Company established IMPAC Global Systems UK Limited, a wholly owned subsidiary incorporated in the United Kingdom.

The Company’s international subsidiary uses the local currency as its functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date and revenue and expense accounts at average exchange rates during the period. Resulting translation adjustments are recorded directly to cumulative comprehensive income.

Acquisitions

In November 2001 and January 2002, total contingent payments of $500,000 were paid in accordance with the terms of the acquisition agreement for MC² (see Note 9). These contingent payments were allocated to goodwill.

In April 2002, the Company acquired Intellidata, Inc., a laboratory information systems company located in Woodbridge, Virginia. The Company acquired all of Intellidata’s outstanding stock for total consideration of approximately $1,300,000. This transaction will be accounted for using the purchase method of accounting. An independent appraisal is in the process of being performed to determine the fair value of identified intangible assets and the allocation of the purchase price.

Commitments

In January 2002 the Company entered into a license agreement for telecommunication services through 2004. The future aggregate payments under the license agreement total approximately $620,000.

F-26

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Option grants

In April and May 2002, the Company granted 10,000 and 205,000 options to purchase shares of common stock at $7.00 and $13.00 per share, respectively.

2002 Stock Plan

The Company’s 2002 stock plan was adopted by the Board of Directors in May 2002 and will be submitted to the stockholders for approval prior to the closing of the Company’s initial public offering. The 2002 stock plan will become effective when the underwriting agreement for the Company’s initial public offering is signed. At that time, all outstanding options and stock purchase rights under our 1993 stock option plan and the 1998 stock plan will be administered under the 2002 stock plan but will continue to be governed by their existing terms. The 2002 stock plan provides for the discretionary grant to employees, including officers and employee directors, of incentive stock options and for the discretionary grant to employees, directors and consultants of nonstatutory stock options and stock purchase rights. The 2002 stock plan also provides for the periodic automatic grant of nonstatutory stock options to non-employee directors. The total number shares of common stock reserved for issuance under the 2002 stock plan equals 2,500,000 shares of common stock plus the number of shares that remain reserved for issuance under the 1993 stock option plan and the 1998 stock plan as of the date the 2002 stock plan becomes effective. The number of shares reserved for issuance under the 2002 stock plan will be increased on the first day of each of the Company’s fiscal years by the lesser of (a) 3.0% of the outstanding common stock on the last day of the immediately preceding fiscal year and (b) such lesser amount as the board may determine. The exercise price of all incentive stock options granted under the 2002 stock plan and all nonstatutory stock options granted automatically to non-employee directors must be at least equal to the fair market value of the common stock on the date of grant. With respect to any optionee who owns stock possessing more than 10% of the voting power of all classes of the Company’s outstanding capital stock, the exercise price of any incentive or nonstatutory stock option must equal at least 110% of the fair market value on the date of grant. Unless terminated sooner, the 2002 stock plan will terminate automatically 10 years from the date it was adopted by the Company’s Board of Directors.

2002 Employee Stock Purchase Plan

The Company’s 2002 employee stock purchase plan was adopted by the Board of Directors in May 2002 and will be submitted to the stockholders for approval prior to the closing of this offering. A total of 750,000 shares of common stock has been reserved for issuance under the 2002 employee stock purchase plan. Under the employee stock 2002 purchase plan, the Board of Directors may determine the duration and frequency of stock purchase periods. Initially the 2002 employee stock purchase plan will operate using semi-annual offering periods. The 2002 employee stock purchase plan permits participants to purchase common stock through payroll deductions of up to 10% of their total compensation, including bonuses and commissions. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each purchase period. The price of stock purchased under the 2002 employee stock purchase plan is generally 85% of the lower of the fair market value of the common stock either at the beginning of the offering period or at the end of the purchase period. Unless earlier terminated by the Board of Directors, the 2002 purchase plan will terminate automatically December 31, 2012.

Initial public offering

In May 2002, the Company’s Board of Directors authorized management to file a registration statement with the Securities and Exchange Commission to permit the Company to sell its common stock to the public. Upon completion of the Company’s initial public offering, all of the outstanding convertible preferred stock will be converted into shares of common stock.

F-27

PROSPECTUS , 2002

IMPAC Medical Systems, Inc.

Common Stock

Thomas Weisel Partners LLC

SG Cowen

U.S. Bancorp Piper Jaffray

Neither we nor any of the underwriters have authorized anyone to provide information different from that contained in this prospectus. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus. Neither the delivery of this prospectus nor the sale of our common stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these shares of common stock in any circumstances under which the offer or solicitation is unlawful.

Until , 2002 (25 days after commencement of this offering), all dealers that buy, sell or trade these shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee; the NASD filing fee and the Nasdaq National Market listing fee.

	Amount to be Paid
SEC registration fee	$	4,656
NASD filing fee		5,560
Nasdaq National Market listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		500,000
Blue sky qualification fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous fees and expenses		*

Total	$

to be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article XIV of our restated certificate of incorporation provides that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the General Corporation Law of the State of Delaware. Article VI of our bylaws provides for indemnification of officers and directors to the full extent and in the manner permitted by Delaware law. Section 145 of the Delaware General Corporation Law makes provision for such indemnification in terms sufficiently broad to cover officers and directors under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”).

We have entered into indemnification agreements with each director which provide indemnification under certain circumstances for acts and omissions which may not be covered by any directors’ and officers’ liability insurance. The indemnification agreements may require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as officers and directors (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain officers’ and directors’ insurance if available on reasonable terms.

The form of underwriting agreement, filed as Exhibit 1.1 to the Registration Statement, provides for indemnification of us and our controlling persons against certain liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since May 1, 1999, we have sold and issued the following unregistered securities:

1. Since May 1, 1999, we have issued options to purchase an aggregate of 657,500 shares of our common stock under our 1993 stock option plan and 1998 stock plan to a number of our employees and directors, 207,359 shares of which have been exercised at purchase prices ranging from $0.32 per share to $7.00 per share.

II-1

The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance on:

•

Rule 701 promulgated under the Securities Act; or

•

Section 4(2) of such Securities Act as transactions by an issuer not involving any public offering.

The recipients of securities in each such transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

Number		Description

1.1		Form of Underwriting Agreement.*

3.1		Certificate of Incorporation.

3.2		Form of Amended and Restated Certificate of Incorporation to be effective upon closing of the offering.

3.3		Bylaws.

3.4		Form of Amended and Restated Bylaws to be effective upon closing.

4.1		Specimen Stock Certificate.*

5.1		Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the common stock being registered.*

10.1		Software Distribution Agreement dated April 25, 2001 between IMPAC and Siemens Medical Systems, Inc.*†

10.2		Application Service Provider (ASP) Agreement dated May 31, 2002 between IMPAC and US Oncology, Inc. *†

10.3		Lease Agreement dated September 1, 1999 between the Revocable Living Trust dated March 23, 1987, Hillview Management, Inc. and IMPAC, as amended, for the premises in Mountain View, California.

10.4		Form of Indemnification Agreement between IMPAC and each of its officers and directors.

10.5		1993 Stock Option Plan.

10.6		1998 Stock Plan.

10.7		2002 Stock Plan.

10.8		2002 Employee Stock Purchase Plan.

10.9		Form of Incentive Stock Option Agreement for 2002 Stock Plan.

10.10		Form of Nonqualified Stock Option Agreement for 2002 Stock Plan.

10.11		Investor Rights Agreement dated October 9, 1996 between IMPAC and the investors therein.

21.1		List of Subsidiaries of IMPAC.

23.1		Consent of Independent Accountants.

23.2		Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).*

24.1		Power of Attorney (included on page II-4).

To be supplied by amendment.

†

Confidential treatment requested as to certain portions of this Exhibit.

II-2

(b) Financial Statement Schedules

The following schedule is filed herewith:

Schedule II—Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

ITEM 17. UNDERTAKINGS.

We hereby undertake to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

We hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the city of Mountain View, State of California on June 3, 2002.

IMPAC MEDICAL SYSTEMS, INC.

By:		/s/ JOSEPH K. JACHINOWSKI
		Joseph K. Jachinowski President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Joseph K. Jachinowski, James P. Hoey and David A. Auerbach, and each of them, as his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and any and all Registration Statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with or related to the offering contemplated by this Registration Statement and its amendments, if any, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ JOSEPH K. JACHINOWSKI Joseph K. Jachinowski	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	June 3, 2002

/s/ KENDRA A. BORREGO Kendra A. Borrego	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 3, 2002

/s/ JAMES P. HOEY James P. Hoey	Director, Executive Vice President Chief Operations Officer	June 3, 2002

/s/ DAVID A. AUERBACH David A. Auerbach	Director, Executive Vice President and Treasurer	June 3, 2002

/s/ GREGORY M. AVIS Gregory M. Avis	Director	June 3, 2002

/s/ ROBERT J. BECKER Robert J. Becker, M.D.	Director	June 3, 2002

/s/ CHRISTOPHER M. ROSE Christopher M. Rose, M.D.	Director	June 3, 2002

II-4

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of

IMPAC Medical Systems, Inc. and Subsidiaries

“Our audits of the consolidated financial statements referred to in our report dated November 2, 2001, appearing in the Registration Statement on Form S-1 of IMPAC Medical Systems, Inc. also included an audit of the financial statement schedule listed in Item 16(b) on Page II-3 of this Form S-1. In our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.”

/s/ PricewaterhouseCoopers LLP

San Jose, California

November 2, 2001

SCHEDULE II

IMPAC MEDICAL SYSTEMS, INC.

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended September 30, 1999, 2000 and 2001

Descriptions	Balance at Beginning of Year		Additions		Deductions			Balance at End of Year
Allowance for doubtful accounts receivable
Year ended September 30, 1999	$	272,000	$	86,000	$	(27,000	)	$	331,000
Year ended September 30, 2000		331,000		359,000		(306,000	)		384,000
Year ended September 30, 2001		384,000		—		(133,000	)		251,000

All other financial statement schedules have been omitted because the information required to be set forth herein is not applicable or is shown either in the consolidated financial statements or the notes thereto.

EXHIBIT INDEX

The following exhibits are filed as part of this Form S-1 Registration Statement.

Number		Description

1.1		Form of Underwriting Agreement.*

3.1		Certificate of Incorporation.

3.2		Form of Amended and Restated Certificate of Incorporation to be effective upon closing of the offering.

3.3		Bylaws.

3.4		Form of Amended and Restated Bylaws to be effective upon closing.

4.1		Specimen Stock Certificate.*

5.1		Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the common stock being registered.*

10.1		Software Distribution Agreement dated April 25, 2001 between IMPAC and Siemens Medical Systems, Inc.*†

10.2		Application Service Provider (ASP) Agreement dated May 31, 2002 between IMPAC and US Oncology, Inc.*†

10.3		Lease Agreement dated September 1, 1999 between the Revocable Living Trust dated March 23, 1987, Hillview Management, Inc. and IMPAC, as amended, for the premises in Mountain View, California.

10.4		Form of Indemnification Agreement between IMPAC and each of its officers and directors.

10.5		1993 Stock Option Plan.

10.6		1998 Stock Plan.

10.7		2002 Stock Plan.

10.8		2002 Employee Stock Purchase Plan.

10.9		Form of Incentive Stock Option Agreement for 2002 Stock Plan.

10.10		Form of Nonstatutory Stock Option Agreement for 2002 Stock Plan.

10.11		Investor Rights Agreement dated October 9, 1996 between IMPAC and the investors therein.

21.1		List of Subsidiaries of IMPAC.

23.1		Consent of Independent Accountants.

23.2		Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).*

24.1		Power of Attorney (included on page II-4).

To be supplied by amendment.

†

Confidential treatment requested as to certain portions of this Exhibit.

EX-3.1 3 dex31.txt CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF IMPAC MEDICAL SYSTEMS, INC. ARTICLE I The name of the corporation is IMPAC Medical Systems, Inc. (the "Corporation"). - ------------ ARTICLE II The address of the Corporation's registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, Dover, Delaware, County of Kent, 19901. The name of its registered agent as such address is LexisNexis Document Solutions Inc. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The aggregate number of shares which the Corporation shall have authority to issue is sixty-five million (65,000,000) shares, each with a par value of $0.001 per share. Sixty million (60,000,000) shares shall be Common Stock and five million (5,000,000) shares shall be Preferred Stock. ARTICLE V The Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation. ARTICLE VI Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. ARTICLE VII (A) To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. (B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation. (C) Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE VIII The name and mailing address of the incorporator are as follows: Emmeline L. Graham Orrick, Herrington & Sutcliffe LLP 400 Sansome Street San Francisco, CA 94111 - -2- Executed this 29th day of May, 2002. /s/ Emmeline L. Graham -------------------------------- Emmeline L. Graham, Incorporator - -3- EX-3.2 4 dex32.txt FORM OF AMENDED AND RESTATED CERTIFICATE Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPAC MEDICAL SYSTEMS, INC. The undersigned, Joseph K. Jachinowski and David A. Auerbach, hereby certify that: 1. They are the duly elected and acting President and Secretary, respectively, of IMPAC Medical Systems, Inc., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on May 29, 2002. 3. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows: "ARTICLE I The name of this corporation is IMPAC Medical Systems, Inc. (the "Corporation"). ----------- ARTICLE II The address of the Corporation's registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, Dover, Delaware, County of Kent, 19901. The name of its registered agent as such address is LexisNexis Document Solutions Inc. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV (A) The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue is sixty-five million (65,000,000) shares, each with a par value of $0.001 per share. Sixty million (60,000,000) shares shall be Common Stock and five million (5,000,000) shares shall be Preferred Stock. (B) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate pursuant to the applicable law of the state of Delaware and within the limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. ARTICLE V The number of directors of the Corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the Board of Directors. ARTICLE VI This Article VI shall become effective only when the Corporation qualifies for an exemption from Section 2115 of the California Corporations Code (the "Effective Time"). On or prior to the date on which the Corporation first provides notice of an annual meeting of the stockholders following the Effective Time, the Board of Directors of the Corporation shall divide the directors into three classes, as nearly equal in number as reasonably possible, designated Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders or any special meeting in lieu thereof following the Effective Time, the terms of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders or any special meeting in lieu thereof following the Effective Time, the terms of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders or any special meeting in lieu thereof following the Effective Time, the terms of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders or special meeting in lieu thereof, directors elected to succeed the directors of the class whose terms expire at such meeting shall be elected for a full term of three years. Prior to the Effective Time, the provisions of the preceding paragraph shall not apply, and all directors shall be elected at each annual meeting of stockholders or any special meeting in lieu thereof to hold office until the next annual meeting or special meeting in lieu thereof. Notwithstanding the foregoing provisions of this Article VI, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. Stockholders may remove a director from office only for cause and only upon the affirmative vote of the holders of at least 66-2/3% of the voting power of the then-outstanding stock. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the rights of any series of Preferred Stock then outstanding, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, newly created directorships or other causes shall be filled only by the affirmative vote of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the -2- remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. In addition to the requirements of law and any other provisions hereof (and notwithstanding the fact that approval by a lesser vote may be permitted by law or any other provision thereof), the affirmative vote of the holders of at least 66-2/3% of the voting power of the then-outstanding stock shall be required to amend, alter, repeal or adopt any provision inconsistent with this Article VI. ARTICLE VII In the election of directors, each holder of shares of any class or series of capital stock of the Corporation shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors. ARTICLE VIII If at any time this Corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, as amended, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders, upon due notice and in accordance with the provisions of the Bylaws of this Corporation, and may not be taken by written consent. ARTICLE IX The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles VI, X, XIII and XIV of this Certificate of Incorporation may not be repealed or amended in any respect without the affirmative vote of holders of at least 66-2/3% of the voting power of the then-outstanding shares of the voting stock of the Corporation entitled to vote. ARTICLE X (A) Except as otherwise provided in the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock of the Corporation entitled to vote. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal Bylaws. (B) The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. (C) Advance notice of stockholder nominations for the election of directors or of business to be brought by the stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. -3- ARTICLE XI Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation. ARTICLE XII The Corporation shall have perpetual existence. ARTICLE XIII (A) To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation's stockholders, further reductions in the liability of a corporation's directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. (B) Any repeal or modification of the foregoing provisions of this Article XIII shall not adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification. ARTICLE XIV (A) To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of (and advancement of expenses to) such agents (and any other persons to which Delaware law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of Delaware, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to a corporation, its stockholders, and others. (B) Any repeal or modification of any of the foregoing provisions of this Article XIV shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification." -4- EX-3.3 5 dex33.txt BYLAWS Exhibit 3.3 BYLAWS OF IMPAC MEDICAL SYSTEMS, INC., a Delaware Corporation TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

-ii- TABLE OF CONTENTS (continued)

-iii- BYLAWS OF IMPAC MEDICAL SYSTEMS, INC. ARTICLE I CORPORATE OFFICES ----------------- 1.1 Principal Office. ---------------- The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Delaware. If the principal executive office is located outside such state and the corporation has one or more business offices in such state, then the Board of Directors shall fix and designate a principal business office in the State of Delaware. 1.2 Other Offices. ------------- The Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS ------------------------ 2.1 Place Of Meetings. ----------------- Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the corporation. 2.2 Annual Meeting. -------------- The annual meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted. 2.3 Special Meeting. --------------- A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting. If a special meeting is called by any person or persons other than the Board of Directors, the president or the chairman of the board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held. 2.4 Notice Of Stockholders' Meetings. -------------------------------- All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any), date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 Manner Of Giving Notice; Affidavit Of Notice. -------------------------------------------- Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in the manner provided in Section 232 of the Delaware General Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 Quorum. ------ The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to adjourn the meeting to another place (if any), date or time. 2.7 Adjourned Meeting; Notice. ------------------------- When a meeting is adjourned to another place (if any), date or time, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place -2- (if any), thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or a new record date is affixed for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 Organization; Conduct of Business. --------------------------------- (a) Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman of the meeting appoints. (b) The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. 2.9 Voting. ------ The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements). Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively. 2.10 Waiver Of Notice. ----------------- Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of -3- objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws. 2.11 Stockholder Action By Written Consent Without A Meeting. ------------------------------------------------------- Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (ii) delivered to the Corporation in accordance with Section 228(a) of the Delaware General Corporation Law. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in this Section. A telegram, cablegram, electronic mail or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing (including by electronic mail or other electronic transmission as permitted by law). If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware. 2.12 Record Date For Stockholder Notice; Voting; Giving Consents. ----------------------------------------------------------- In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express -4- consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If the Board of Directors does not so fix a record date: (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail or other electronic transmission as permitted by law) is delivered to the corporation. (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 2.13 Proxies. ------- Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware. -5- ARTICLE III DIRECTORS --------- 3.1 Powers. ------ Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. 3.2 Number Of Directors. ------------------- Upon the adoption of these bylaws, the number of directors constituting the entire Board of Directors shall be six. Thereafter, this number may be changed by a resolution of the Board of Directors or of the stockholders, subject to Section 3.4 of these Bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before such director's term of office expires. 3.3 Election, Qualification And Term Of Office Of Directors. ------------------------------------------------------- Except as provided in Section 3.4 of these Bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Elections of directors need not be by written ballot. 3.4 Resignation And Vacancies. ------------------------- Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the certificate of incorporation or these Bylaws: (a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. -6- (b) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable. 3.5 Place Of Meetings; Meetings By Telephone. ---------------------------------------- The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 Regular Meetings. ---------------- Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board. 3.7 Special Meetings; Notice. ------------------------ Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors. -7- Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally by facsimile, by electronic transmission, by telephone or by telegram, it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. 3.8 Quorum. ------ At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 Waiver Of Notice. ---------------- Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws. 3.10 Board Action By Written Consent Without A Meeting. ------------------------------------------------- Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as -8- the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. 3.11 Fees And Compensation Of Directors. ---------------------------------- Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 3.12 Approval Of Loans To Officers. ----------------------------- The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. 3.13 Removal Of Directors. -------------------- Unless otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. 3.14 Chairman Of The Board Of Directors. ---------------------------------- The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board of Directors who shall not be considered an officer of the corporation. -9- ARTICLE IV COMMITTEES ---------- 4.1 Committees Of Directors. ----------------------- The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporate Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the corporation. 4.2 Committee Minutes. ----------------- Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 4.3 Meetings And Action Of Committees. --------------------------------- Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. -10- ARTICLE V OFFICERS -------- 5.1 Officers. -------- The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chief executive officer, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number of offices may be held by the same person. 5.2 Appointment Of Officers. ----------------------- The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. 5.3 Subordinate Officers. -------------------- The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. 5.4 Removal And Resignation Of Officers. ----------------------------------- Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom the power of removal is conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 Vacancies In Offices. -------------------- Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. -11- 5.6 Chief Executive Officer. ----------------------- Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the corporation (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws. 5.7 President. --------- Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. 5.8 Vice Presidents. --------------- In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the president or the chairman of the board. 5.9 Secretary. --------- The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. -12- The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. 5.10 Chief Financial Officer. ----------------------- The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws. 5.11 Representation Of Shares Of Other Corporations. ---------------------------------------------- The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority. 5.12 Authority And Duties Of Officers. -------------------------------- In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders. -13- ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS ------------------------------------------------------------------- 6.1 Indemnification Of Directors And Officers. ----------------------------------------- The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a "director" or "officer" of the corporation includes any person (a) who is or was a director or officer of the corporation, (b) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.2 Indemnification Of Others. ------------------------- The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the corporation, (b) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.3 Payment Of Expenses In Advance. ------------------------------ Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to be indemnified as authorized in this Article VI. 6.4 Indemnity Not Exclusive. ----------------------- The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an -14- official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation 6.5 Insurance. --------- The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 6.6 Conflicts. --------- No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (a) That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. ARTICLE VII RECORDS AND REPORTS ------------------- 7.1 Maintenance And Inspection Of Records. ------------------------------------- The corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under -15- oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder's name, shall be open to the examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. 7.2 Inspection By Directors. ----------------------- Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. ARTICLE VIII GENERAL MATTERS --------------- 8.1 Checks. ------ From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 8.2 Execution Of Corporate Contracts And Instruments. ------------------------------------------------ The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. -16- 8.3 Stock Certificates; Partly Paid Shares. -------------------------------------- The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 8.4 Special Designation On Certificates. ----------------------------------- If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 8.5 Lost Certificates. ----------------- Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or -17- uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 8.6 Construction; Definitions. ------------------------- Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 8.7 Dividends. --------- The directors of the corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or (b) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. 8.8 Fiscal Year. ----------- The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors. 8.9 Seal. ---- The corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. 8.10 Transfer Of Stock. ----------------- Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. -18- 8.11 Stock Transfer Agreements. ------------------------- The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. 8.12 Registered Stockholders. ----------------------- The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 8.13 Facsimile Signature ------------------- In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. ARTICLE IX AMENDMENTS ---------- The Bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws. -19- EX-3.4 6 dex34.txt FORM OF AMENDED AND RESTATED BYLAWS Exhibit 3.4 BYLAWS OF IMPAC MEDICAL SYSTEMS, INC. (AS AMENDED AND RESTATED EFFECTIVE __________ __, 2002) TABLE OF CONTENTS

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-ii- AMENDED AND RESTATED BYLAWS OF IMPAC MEDICAL SYSTEMS, INC. ARTICLE I CORPORATE OFFICES ----------------- 1.1 Registered Office. ----------------- The address of the Corporation's registered office in the State of Delaware is 30 Old Rudnick Lane, Suite 100, Dover, Delaware, County of Kent, 19901. The name of its registered agent as such address is LexisNexis Document Solutions Inc. 1.2 Other Offices. ------------- The Board of Directors may at any time establish other offices at any place or places where the Corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS ------------------------ 2.1 Place of Meetings. ----------------- Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the registered office of the Corporation. 2.2 Annual Meeting. -------------- (a) The annual meeting of stockholders shall be held each year on a date and at a time designated by resolution of the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted. (b) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be transacted by the stockholders may be made by or at the direction of the Board of Directors or by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 2.2, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.2. (c) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (b) of this Section 2.2, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation, as provided in Section 2.5, and such business must be a proper matter for stockholder action under the General Corporation Law of Delaware. (d) Only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. The chairman of the meeting shall determine whether a nomination or any business proposed to be transacted by the stockholders has been properly brought before the meeting and, if any proposed nomination or business has not been properly brought before the meeting, the chairman shall declare that such proposed business or nomination shall not be presented for stockholder action at the meeting. (e) Nothing in this Section 2.2 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act. 2.3 Special Meeting. --------------- (a) A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, or by the president. (b) Only such business shall be conducted at a special meeting of the stockholders as shall have been brought before the meeting by the board of directors, the chairman of the board, if any, and the President. (c) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders, if such election is set forth in the notice of such special meeting. Such nominations may be made either by or at the direction of the Board of Directors, or by any stockholder of record entitled to vote at such special meeting, provided the stockholder follows the notice procedures set forth in Section 2.5. (d) Notwithstanding the foregoing provisions of this Section 2.3, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to matters set forth in this Section 2.3. 2.4 Notice of Stockholder's Meetings; Affidavit of Notice. ----------------------------------------------------- All notices of meetings of stockholders shall be in writing and shall be sent or otherwise given in accordance with this Section 2.4 of these Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting (or such longer or shorter time as is required by Section 2.5 of these Bylaws, if applicable). The notice shall specify the place (if any), date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Without -2- limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in the manner provided in Section 232 of the Delaware General Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.5 Advance Notice of Stockholder Nominees and Other Stockholder ------------------------------------------------------------ Proposals. - --------- Only persons who are nominated in accordance with the procedures set forth in this Section 2.5 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.5. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the Corporation. Stockholders may bring other business before the annual meeting, provided that timely notice is provided to the secretary of the Corporation in accordance with this section, and provided further that such business is a proper matter for stockholder action under the General Corporation Law of Delaware. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the anniversary date of the prior year's meeting; provided, however, that in the event that (i) the date of the annual meeting is more than 30 days prior to or more than 60 days after such anniversary date, and (ii) less than 60 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a directors, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including, without limitation, such person's written consent to being name in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of the stockholder, as they appear on the Corporation's books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned of record by such stockholder and beneficially by such beneficial owner. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.5. -3- The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.5, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to matters set forth in this Section 2.5. 2.6 Quorum. ------ The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to adjourn the meeting to another place (if any), date or time. 2.7 Adjourned Meeting; Notice. ------------------------- When a meeting is adjourned to another place (if any), date or time, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place (if any), thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 Conduct of Business. ------------------- (a) Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman of the meeting appoints. (b) The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business. The date and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. -4- 2.9 Voting. ------ (a) The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements). (b) Except as may be otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. (c) All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, by these Bylaws, or by the Certificate of Incorporation, as amended from time to time, all other matters shall be determined by a majority of the votes cast affirmatively or negatively. 2.10 Waiver of Notice. ---------------- Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice, or any waiver of notice by electronic transmission, unless so required by the Certificate of Incorporation or these Bylaws. 2.11 Record Date for Stockholder Notice; Voting. ------------------------------------------ In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If the Board of Directors does not so fix a record date: (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. -5- (b) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 2.12 Proxies. ------- Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the secretary of the Corporation, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, electronic or telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware. ARTICLE III DIRECTORS --------- 3.1 Powers. ------ Subject to the provisions of the General Corporation Law of Delaware and any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. 3.2 Number of Directors. ------------------- The number of directors constituting the entire Board of Directors shall be six. Thereafter, this number may be changed by a resolution of the Board of Directors or of the stockholders, subject to Section 3.4 of these Bylaws. No reduction of the authorized number of directors shall have the effect of removing any director before such director's term of office expires. 3.3 Election, Qualification and Term of Office of Directors. ------------------------------------------------------- Except as provided in Section 3.4 of these Bylaws, and unless otherwise provided in the Certificate of Incorporation, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders -6- unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Unless otherwise specified in the Certificate of Incorporation, elections of directors need not be by written ballot. 3.4 Resignation and Vacancies. ------------------------- Any director may resign at any time upon written notice to the attention of the secretary of the Corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, and subject to the rights of the holders of any series of Preferred Stock that may then be outstanding, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of the majority of the directors then in office, even though less than a quorum of the board of directors, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified. Unless otherwise provided in the Certificate of Incorporation or these Bylaws: (a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (b) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as -7- constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable. 3.5 Place of Meetings; Meetings by Telephone. ---------------------------------------- The Board of Directors of the Corporation may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 Regular Meetings. ---------------- Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. 3.7 Special Meetings; Notice. ------------------------ Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two (2) directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the Corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally, by facsimile or by electronic transmission or by telephone, telecopy, telegram, telex or other similar means of communication, it shall be delivered at least twenty-four (24) hours before the time of the holding of the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary and appropriate in the circumstances. Any oral notice given personally, by facsimile or by electronic transmission or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the place of the meeting, if the meeting is to be held at the principal executive office of the Corporation. 3.8 Quorum. ------ At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the -8- directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 Waiver of Notice. ---------------- Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws. 3.10 Board Action by Written Consent Without a Meeting. ------------------------------------------------- Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Written consents representing actions taken by the board or committee may be executed by telex, telecopy or other facsimile transmission, or by electronic mail or other electronic transmission, and such facsimile or electronic transmission shall be valid and binding to the same extent as if it were an original. If the minutes of the board or committee are maintained in paper form, consents obtained by electronic transmission shall be reduced to written form and filed with such minutes. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. 3.11 Fees and Compensation of Directors. ---------------------------------- Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such -9- compensation shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 3.12 Approval of Loans to Officers. ----------------------------- The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, including any officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this Section 3.2 contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute. 3.13 Removal of Directors. -------------------- Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the Corporation are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. 3.14 Chairman of the Board of Directors. ---------------------------------- The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board of Directors who shall not be considered an officer of the Corporation. ARTICLE IV COMMITTEES ---------- 4.1 Committees of Directors. ----------------------- The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board -10- of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporate Law of Delaware to be submitted to stockholders for approval; (ii) adopting, amending or repealing any Bylaw of the corporation; (iii) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), (iv) adopting an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (v) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, (vi) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or (vii) unless the board resolution establishing the committee, the Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware. 4.2 Committee Minutes. ----------------- Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 4.3 Meetings and Action of Committees. --------------------------------- Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. -11- ARTICLE V OFFICERS -------- 5.1 Officers. -------- The officers of the Corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer. The Corporation may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number of offices may be held by the same person. 5.2 Appointment of Officers. ----------------------- The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. 5.3 Subordinate Officers. -------------------- The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. 5.4 Removal and Resignation of Officers. ----------------------------------- Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board of Directors or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the attention of the secretary of the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. 5.5 Vacancies in Offices. -------------------- Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. -12- 5.6 Chief Executive Officer. ----------------------- Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. 5.7 President. --------- Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. 5.8 Vice Presidents. --------------- In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the president or the chairman of the board. 5.9 Secretary. --------- The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation's transfer agent or registrar, as determined by resolution of the Board Of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. -13- The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. 5.10 Chief Financial Officer. ----------------------- The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. 5.11 Representation of Shares of Other Corporations. ---------------------------------------------- The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority. 5.12 Authority and Duties of Officers. -------------------------------- In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors or the stockholders. -14- ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, -------------------------------------------------- AND OTHER AGENTS ---------------- 6.1 Indemnification of Directors and Officers. ----------------------------------------- The Corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.1, a "director" or "officer" of the Corporation includes any person (a) who is or was a director or officer of the Corporation, (b) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a Corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation. 6.2 Indemnification of Others. ------------------------- The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation. 6.3 Payment of Expenses in Advance. ------------------------------ Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined, by final judicial decision from which there is no further right to appeal, that the indemnified party is not entitled to be indemnified as authorized in this Article VI. 6.4 Indemnity Not Exclusive. ----------------------- The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may been titled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an -15- official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Certificate of Incorporation. 6.5 Insurance. --------- The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 6.6 Conflicts. --------- No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Certificate of Incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. ARTICLE VII RECORDS AND REPORTS ------------------- 7.1 Maintenance and Inspection of Records. ------------------------------------- The Corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under -16- oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder's name, shall be open to the examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. 7.2 Inspection by Directors. ----------------------- Any director shall have the right to examine the Corporation's stockledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. 7.3 Annual Statement To Stockholders. -------------------------------- The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation. ARTICLE VIII GENERAL MATTERS --------------- 8.1 Checks. ------ From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments. 8.2 Execution of Corporate Contracts and Instruments. ------------------------------------------------ The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or -17- authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.3 Stock Certificates; Partly Paid Shares. -------------------------------------- The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 8.4 Special Designation on Certificates. ----------------------------------- If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 8.5 Lost Certificates. ----------------- -18- Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or the owner's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 8.6 Construction; Definitions. ------------------------- Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 8.7 Dividends. --------- The directors of the Corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock. The directors of the Corporation may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies. 8.8 Fiscal Year. ----------- The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors. 8.9 Seal. ---- The Corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. 8.10 Transfer of Stock. ----------------- Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new -19- certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 8.11 Stock Transfer Agreements. ------------------------- The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware. 8.12 Registered Stockholders. ----------------------- The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 8.13 Facsimile Signatures. -------------------- In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. ARTICLE IX AMENDMENTS ---------- The Bylaws of the Corporation may be adopted, amended or repealed by the affirmative vote of the holders of at least 66-2/3% of the voting power of the then-outstanding stock of the Corporation; provided, however, that the Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws, as provided for in this Article IX. -20- EX-10.3 7 dex103.txt LEASE AGREEMENT DATED SEPTEMBER 1, 1999 Exhibit 10.3 LEASE THIS LEASE is made and entered into on September 1, 1999 by and between GORDON A. CAMPBELL and MARIA LIGETI, Trustees of the Revocable Living Trust dated March 23, 1987, and HILLVIEW MANAGEMENT, INC., a California corporation, as tenants-in-common doing business under the fictitious business name "Techfarm Plaza" ("Landlord"), and IMPAC MEDICAL SYSTEMS AND SUBSIDIARY, a California Corporation, ("Tenant"). Landlord, for and in consideration of the rent to be paid by Tenant and of the covenants and provisions to be kept and performed by Tenant under this Lease, hereby Leases to Tenant, and Tenant agrees to Lease from Landlord, that certain space which is expected to consist of thirty-five thousand two hundred eighty four (35,284) gross rentable square feet and is outlined in red on the plat map attached as Exhibit A to this Lease, which space (the "Premises") is to be located on the first and second floor(s) of the building (the "Building," which is to be known as "Techfarm Plaza, Building No. 2") being constructed on real property known as 100 West Evelyn Avenue, Mountain View, California (the "Property") and further described in the attached Exhibit "A". ARTICLE 1. TERM OF LEASE Section 1.0l. Original Term. This Lease shall be for a term of seven years ------------- (the "Original Term") commencing at 12:Ol A.M. on the later of December 1, 1999 (the "Target Completion Date") or the date of Substantial Completion of the Premises ("Commencement Date"), and ending at 12:Ol A.M. on the day prior to the eighth anniversary of the Commencement Date (the "Termination Date"), unless terminated earlier pursuant to the provisions of this Lease. Section 1.02. Extended Term. In the event Tenant is not then in default ------------- under this Lease beyond any applicable cure period, Tenant shall have the option and right to extend the Original Term of this Lease for one period of five years commencing on expiration of the Original Term (the "Extended Term"). This option shall also include any and all expansion space Tenant may have acquired during the Original Term. If Tenant elects to extend the term of this Lease, Tenant must give Landlord written notice of Tenant's election to extend at least one hundred-eighty (180) days before expiration of the Original Term. During the Extended Term of this Lease, if any, Landlord and Tenant shall be bound by all of the obligations, covenants, and agreements of this Lease except that Tenant shall have no right to further extend the term of this Lease beyond or after expiration of the one five-year period granted under this section. References throughout this Lease to "the term of this Lease" shall include both the Original Term and the Extended Term, if any, unless otherwise indicated. Section 1.03. Riqht of First Refusal. Tenant shall have a Right of First ---------------------- Refusal to Lease any space which comes available in the Building commonly known as 200 -1- West Evelyn Ave. that Tenant should desire. Such Right of First Refusal shall be at the same Rental Rate as that in effect for the original Lease Agreement, including annual increases, and such new Lease shall terminate concurrent with the Original and/or Extended Lease Term, if applicable. In this regard, Landlord shall be required to give Tenant at least Thirty Days (30) notice in writing of any space that becomes available at 200 West Evelyn Avenue. Thereafter, if Tenant elects to exercise its Right of First Refusal, Tenant must give Landlord written notice of Tenant's election to exercise said Right of First Refusal as to said space within thirty days (30) of receipt of Landlord's written notification of said space availability. Should Tenant exercise its Right of First Refusal to lease any space which becomes available in the Building commonly known as 200 West Evelyn Avenue, then, Tenant shall also be entitled to a Tenant Allowance for Tenant Improvements equal to $28.00 per net square foot rented by Tenant in the new Building as specified in this Lease under paragraph 1.07. In addition, all other terms and conditions set forth with respect to the construction by Landlord of Tenant's Premises as specified in Section 1.07 shall apply with the exception of Landlord's obligation to pay any additional costs necessary should Tenant desire an upgraded HVAC System as is specified in Section 1.07(d). Section 1.04. Holding Over. In the event Tenant holds over and continues in ------------ possession of the Premises after expiration of the Original Term (when Tenant has not validly exercised its option to extend the term of the Lease in accordance with Section 1.02) or after expiration of the Extended Term (when Tenant has validly exercised its option to extend the term of the Lease in accordance with Section 1.02) Tenant's continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease. Section 1.05. Landlord's Inability to Deliver Possession. If for any reason ------------------------------------------ the Buiiding is not completed and ready for occupancy by Tenant, as provided hereinafter, on the Target Completion Date set forth in Section 1.0l of this Lease, except as described in Section 1.05 below, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting from failure to deliver possession to Tenant so long as Landlord has exercised, and continues to exercise, reasonable diligence to deliver possession of the Premises to Tenant. No rent shall, however, accrue or become due from Tenant to Landlord under this Lease until substantial completion of the Building as defined in Section 1.07(f) below. Section 1.06. Termination for Failure of Possession. Notwithstanding any ------------------------------------- provision of Section 1.05 of this Lease, but subject to the provisions of Section 1.07, if for any reason the Building is not completed and ready for occupancy by February 1, 2000, Tenant may terminate this Lease by giving Landlord written notice of its election to do so. In the event Tenant elects to so terminate this Lease, this Lease shall become null and void as of the date Tenant delivers its written notice of termination to -2- Landlord, and thereafter neither party to this Lease shall be under any further obligation or liability to the other because of this Lease and Landlord shall return to Tenant any consideration received from Tenant pursuant to or for execution of this Lease. If Tenant elects to terminate this Lease in accordance with the provisions of this section, it shall give written notice of its election to terminate to Landlord on or before March 1, 2000. Section 1.07 Construction by Landlord. Landlord shall complete construction ------------------------ of the Building in good and workmanlike manner and in compliance with all applicable laws (at Landlord's cost, except as provided in subsection (d) hereinbelow). Upon completion of construction, the Premises will be suitable, in all material respects, for Tenant's use as administrative offices, sales, research and development, shipping and receiving and all other legal related uses, and that the Building will not present a health hazard to occupants or guests and that the Building will be in compliance in all material respects with all laws, regulations, rules, ordinances, and court decrees affecting ownership and operation of the Building. (a) Preliminary Plans. The parties have agreed on preliminary plans and ----------------- specifications and preliminary cost estimates for the construction of certain improvements to the Premises (the Tenant Improvements") on. Copies of these documents are attached as Exhibit B to this Lease. (b) Final Plans. Within fifteen (15) days after the mutual execution of ----------- this Lease, Landlord shall cause final plans and specifications (including working drawings) and final cost estimates for the Tenant Improvements once approved by Tenant and all required governmental agencies, (the "Final Plans") to be prepared, at Landlord's sole expense, and delivered to Tenant. The Final Plans shall be based on the preliminary plans and, specifications and preliminary cost estimates previously approved by the parties and once approved in writing by Tenant, shall be deemed to be a part of this Lease and shall be attached hereto as Exhibit C. (c) Approval By Governmental Agencies. Landlord shall be responsible for --------------------------------- obtaining approval for the Final Plans from all necessary government agencies at its sole cost. The parties agree that they shall be bound by any change in the Final Plans ordered as a condition of government approval. In this regard, Landlord shall deliver the Premises to Tenant in accordance with all local and state codes and ordinances and shall comply with Americans With Disabilities Act ("ADA') requirements as well. (d) Cost Overruns. It is expressly understood and agreed by the parties ------------- that Landlord shall not be required to provide or pay for any construction of Tenant Improvements in addition to that set forth in the Final Plans, and that Tenant shall not substantially delay or impede the construction by making changes or alterations in the Final Plans. Any changes requested by Tenant in the Final Plans must be approved by Landlord and any and all such changes or alterations shall be paid for solely by Tenant. Any additional time for construction required by Tenant's changes in the Final Plans shall be -3- added to the time permitted for Landlord's completion of the Building. Anything in this Lease to the contrary notwithstanding, Tenant shall be entitled to a total allowance for the Tenant Improvements of twenty-eight dollars ($28.00) per gross rentable square foot included in the Premises, based on a net square footage of twenty nine thousand seven hundred and seventy one (29,771) square feet for a total Tenant Improvement Allowance of Eight hundred Thirty Three Thousand Five Hundred Eighty Eight ($833,588.00). Currently, Tenant's estimate for the initial cost breakdown for Tenant buildout is Seven Hundred Fifty Four Thousand Seven Hundred Dollars and Eighty Four Cents ($754,700.84) or approximately Twenty Five Dollars and Thirty Five Cents ($25.35) per square foot. The balance of the Tenant Improvement allowance of Seventy Eight Thousand Eight Hundred Eighty Seven Dollars and Sixteen Cents ($78,887.16) or approximately Two Dollars and Sixty Five Cents ($2.65) per rentable square foot shall be allocated for the upgraded HVAC System. In this regard, and only with respect to the HVAC System, Landlord shall be responsible for any and all additional costs necessary to complete the HVAC System in accordance with the plans and specifications agreed upon by the parties attached hereto as Exhibit "B". The Landlord shall be entitled to use the full Seventy Eight Thousand Eight Hundred Eighty Seven Dollars and Sixteen Cents ($78,887.16) for the HVAC System and, as set forth above, Tenant shall pay for the cost of Tenant Improvements to the extent that such costs exceeds the allowance for their space Twenty Five Dollars and Thirty Five Cents ($25.35) per square foot, which excess cost shall be paid within thirty (30) days following presentation by Landlord of an invoice setting forth the calculation thereof. (e) Corrective Work. When construction of the Building is Substantially --------------- Complete, Landlord shall notify Tenant in writing. Within ten (10) days after the date of Landlord's written notice, Tenant shall inspect the Premises and shall prepare a "punchlist" of all items Tenant considers either defective or not completed. Within thirty (30) days after Tenant delivers the punchlist to Landlord, Landlord shall cause all corrective work identified on the punchlist to be performed that, in the opinion of Landlord's architect, is necessary to bring the construction in substantial conformance with the Final Plans. If Tenant fails to deliver a punchlist to Landlord within the time period required by this section, Tenant shall be deemed to have inspected the Premises and accepted the Premises in the condition when inspected by Tenant, except for latent defects not ascertainable by inspection, for which Landlord shall continue to be responsible throughout the term of this Lease. (f) Substantial Completion Definition. The Premises shall be deemed --------------------------------- completed and ready for occupancy by Tenant ("Substantial Completion") or "Substantially Complete" as the context requires when the Tenant Improvements are complete and a final Certificate of Occupancy for the Building has been issued by the City of Mountain View, California, and Landlord has given Tenant written notice of the issuance of such a certificate. -4- (g) Limited Landlord Warranty. Landlord, at its sole cost and expense, ------------------------- shall warrant to the best of its knowledge that all building systems, once completed, are in good working condition, including, but not limited to, HVAC, electrical, roof and plumbing systems for six months following the Commencement Date and that the Premises are free of any defects and code violations. Thus, notwithstanding anything to the contrary contained herein, Landlord agrees to cause to be repaired and to indemnify and hold Tenant harmless from the cost of any corrective work necessary to enforce the provisions of this warranty during said six month term. (h) Landlord and Tenant agree that Tenant shall be entitled to review a detailed breakdown of the Network Infrastructure and Tenant shall have the right to substitute any equipment which Tenant already owns as set forth in the breakdown. Because Tenant's needs are met by having a Tl connection rather than a T3 connection, Tenant may require Landlord to have a Tl connection and in this regard, will assume any and all additional cost of the Tl connection itself. (i) Tenant's Proportionate Share. Because Tenant is currently leasing one ---------------------------- Building of the two situate on the parcel of real property, for the purposes of this Lease, Tenants Proportionate Share of any and all additional rentals due hereunder shall be considered fifty percent (50%). Notwithstanding that, should Tenant exercise its Right of First Refusal during the term hereof or any other term to rent additional space as provided under Section 1.03 above, then, Tenant shall be required to pay additional rents in addition to the fifty percent (50%) Proportionate Share herein stated based on the proportion of space that Tenant leases in the additional Building. Thus, by way of example, if Tenant exercises the Right of First Refusal to lease what amounts to twenty-five percent (25%) of the Building commonly known as 200 West Evelyn Avenue, then, in addition to Tenant paying fifty percent (50%) of the additional rents as herein specified, he shall also pay an additional rents equal to twelve and one half percent (12-l/2%) of the increases in Base Operating Expenses and Real Property Taxes applicable to the space pursuant to the Right of First Refusal, (i.e. twenty-five percent (25%) of fifty percent (50%) of the Building equals twelve and one half percent (12-l/2%). (j) Signage/Graphics. Tenant, subject to the approval of any and all ---------------- governmental agencies including but not limited to the City of Mountain View and the approval of Landlord (which approval shall not be unreasonably withheld or delayed), shall have the right to display its corporate name and logo on the building and at other locations surrounding the Premises. ARTICLE 2. RENT; SECURITY DEPOSIT Section 2.01. (a) Base Rent. Tenant agrees to pay to Landlord a monthly base rental for --------- the use and occupancy of the Premises (the "Base Rent") without setoff or deduction on -5- the Commencement Date and thereafter on the first day of each and every month, at the office of Landlord at 200 Evelyn Avenue, Mountain View, California, or at any other place or places as Landlord may from time to time designate by written notice delivered to Tenant. Base Rent for partial calendar months occurring at the commencement and termination of the term of this Lease shall be prorated accordingly. (b) Base Rent During Year One Of Original Term. The Base Rent payable for ------------------------------------------ the first year of the Original Term shall be calculated by multiplying the dollar amount set forth in the following table by the square footage indicated:. Months Square Footage Base Rent Per Square Foot Total Rent ------ -------------- ------------------------- ---------- 01-04 25,000 $3.35 Full Service $ 83,750.00 05-06 30,000 $3.35 Full Service $100,500.00 07-12 35,284 $3.35 Full Service $118,201.40 (c) Base Rent For Remainder of Term. Beginning in the thirteenth (13) month ------------------------------- of the Lease, i.e. the Second Year Term and continuing on every one year anniversary thereafter, the Rental Rate based on Thirty Five Thousand Two Hundred and Eighty Four Square Feet times $3.35 (i.e. One Hundred Eighteen Thousand Two Hundred and One Dollars and Forty Cents ($118,201.40) shall be increased by ten cents per square foot. Thus, beginning in the thirteenth month of the Lease, the Rental Rate shall be $3.45 full service for the Thirty Five Thousand Two Hundred and Eighty Four Square Feet of the Premises and thereafter, shall increase by ten cents per square foot on the anniversary of the thirteenth month, each and every one year anniversary thereafter. (d) Base Rent During Extended Term. The Base Rent per gross rentable square ------------------------------ foot to be paid by Tenant during the first year of the Extended Term shall be the greater of (i) the rent immediately in effect during the last year of the Original Term or (ii) ninety-five percent (95%) of the "fair rental value" as defined hereinbelow, of the Premises. Within thirty (30) days following receipt of Tenant's election to extend the term of this Lease, Landlord shall advise Tenant in writing of Landlord's estimate of such fair rental value. If Tenant objects in writing to such estimate within fifteen (15) days after the receipt thereof from Landlord, the fair rental value of the Premises shall be determined as provided in this subsection. In such case, at least sixty (60) days before expiration of the Original Term, Landlord and Tenant shall each designate an appraiser who is a member of the American Institute of Real Estate Appraisers. If the two selected appraisers cannot agree, within 30 days of their appointment on the fair rental value, then, within forty (40) days after selection of the last of the two appraisers, the two appraisers chosen shall select a third appraiser. If a third appraiser is not selected within the time allotted, a third appraiser shall be selected by the American Arbitration Association, the cost of which shall be shared equally by Landlord and Tenant. All -6- appraisal costs shall be shared equally by Landlord and Tenant. For purposes hereof, "fair rental value" shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises of similar size and quality to the Premises, located in similar locations in the Mountain View area which are similar in size and quality to the Building, leased for terms of approximately five years, and otherwise subject to leases containing substantially similar terms as those contained in this Lease. Notwithstanding the foregoing, "fair rental value" shall not include any rental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Tenant's expense. The fair rental value of the Premises shall be appraised according to their use at the time of appraisal. The appraised value of the Premises for purposes of calculating the rent adjustment provided for under this section shall be the value agreed upon by the two appraisers, and, in the absence of such agreement, the third appraiser appointed shall choose one of the two appraisers determination of fair rental value which most closely approximates the third appraiser's own determination of the fair rental value as defined herein. The third appraiser shall have no right to propose a middle ground or any modification of either of the two proposed appraisals. Alternatively, if Landlord and Tenant agree that the appraisal shall be conducted by one appraiser selected jointly, the fair rental value determined by that appraiser shall be controlling. Section 2.02 Base Year For Purposes of Determining Additional Rents. In ------------------------------------------------------ addition to the Rent Specified in Section 2.01 of this Lease, Tenant agrees to pay to Landlord as additional rental, the sums set forth in Section 2.03 through 2.04 inclusive. For the purposes of determining the additional rents, the Base Year as used in those sections shall be defined to mean a full one year period following the date of occupancy of Tenant of the Premises and complete construction of same. Thus, in order to determine the Real Property Taxes and Assessments attributable to the Premises during the Base Year as well as determine the Base Operating Expenses, the Building shall have been completed for a full one year term so that all Real Property Taxes, Assessments, and Supplemental Assessments attributable to construction can be determined (which, Year One taxes, etc. shall be borne exclusively by Landlord under the terms of this Lease) and so that, the Operating Expenses attributable to the Base Year to be incurred by Landlord (which under this Lease are Landlord's sole responsibility) can be determined. Section 2.03. Additional Rent for Increase In Taxes. In addition to the ------------------------------------- rent specified in Section 2.01 of this Lease, Tenant agrees to pay to Landlord as additional rent for the use and occupancy of the Premises for each year after the end of the Base Year, Tenant's Proportionate Share as defined in Section 1.07 (i) of the amount that is required to reimburse Landlord for any and all increases in Real Property Taxes, -7- (including general and special assessments) levied against the entire parcel of real property on which the Building is situate and supplemental assessments strictly assessed due to construction of the Building following, the initial assessment for such construction after the First Year. Thus, while Landlord shall pay for all taxes applicable to the subject Building and real property during Year One of this Lease, Tenant shall be responsible for any increases to such taxes assessed, in accordance with the proportion of space that Tenant is leasing from Landlord at that time. If supplemental assessments attributable to construction can be attributed strictly to the Building which Tenant occupies, then, such increases shall be borne exclusively by Tenant. In the event that increases in supplemental assessments applicable to construction on the Building are levied against the entirety of the Property, then, Tenant shall be responsible for increases in accordance with its proportionate share of occupancy at that time. The additional rents shall be estimated following the Base Year and shall be payable in two equal installments on April 1/st/ and November 1/st/ of the second year and each year thereafter and: (a) Shall be computed on the basis that each tax year commences on August 1 of one calendar year and ends on July 31 of the following calendar year. (b) For purposes of this section, all taxes and assessments levied or assessed against the Building and the Property during the first and last years of the term of this Lease shall be prorated as of 12:Ol A.M. Pacific time on the dates of commencement and expiration, respectively, of the term of this Lease. Section 2.04. Additional Rent for Increase In Operating Expenses. -------------------------------------------------- (a) Additional Rent For Operating Expenses. In addition to the rent -------------------------------------- specified in Section 2.01. of this Lease, Tenant agrees to pay to Landlord as additional rent for the use and occupancy of the Premises for each year after the end of the First Lease Year an amount equal to Tenant's Proportionate Share (as defined in Section 1.07 (i)) of any increase in Operating Expenses incurred by Landlord for that year over the Operating Expenses incurred by Landlord for the Base Year in which this Lease is made. Thus, commencing with year 3 of this Lease, the amount of the increase for the preceding calendar year (i.e. Lease year two and each year thereafter) shall be specified in a notice given to Tenant by Landlord ("Landlord's Statement") on or before March 1 of each such year and shall be payable by Tenant to Landlord at the place where the Base Rent is then payable within thirty (30) days following delivery of such notice. In no event, however, shall Tenant's share of increases in Operating Expenses exceed an amount equal to (10%) above the immediately preceding year. (b) Definition of Operating Expenses. For the purposes of this Section -------------------------------- 2.04 the term "Operating Expenses" shall mean all reasonable and customary expenses incurred by Landlord for the administration, operation, and maintenance of the Building, including but not limited to (1) personal property taxes; (2) the costs of all utilities and other services required, by this Lease or otherwise, to be furnished by Landlord to the -8- Building; (3) insurance premiums on insurance policies insuring the Building excluding earthquake premiums unless available at commercially reasonable rates; (4) the costs of janitorial services for the Building; and (5) labor and other costs incurred in managing the Building and maintaining its elevators, hallways, exterior walls, roof, and other parts, facilities, and appurtenances. "Operating Expenses" also shall mean the costs of any capital improvements made to the Building by Landlord (i) to the extent they reduce other operating expenses during the term of this Lease, (ii) are required for the health and safety of Building occupants, or (iii) are required under any governmental law or regulation that was not applicable to the Building at the time it was constructed, this cost to be amortized over the useful life of the capital improvement, together with interest on the unamortized balance at the rate of ten percent (10%) per annum. "Operating Expenses" shall not include the following: 1. Real Property taxes; 2. Depreciation other than depreciation on exterior window draperies, if any, provided by Landlord, and carpeting in multitenant floor public corridors and common areas; 3. The cost of Tenant improvements; 4. Costs incurred in connection with the repair of damage to the Building to the extent Landlord is reimbursed by insurance proceeds; 5. Leasing commissions, attorneys' fees, costs, disbursements, and other expenses incurred in connection with negotiations or disputes with tenants or users, or in connection, with leasing, renovating, or improving space for tenants or other users or occupants or prospective tenants of the Premises. 6. The cost of any service sold to any tenant (including Tenant) or other occupant or user for which Landlord is entitled to be reimbursed as an additional charge or rental over and above the basic rent and escalations payable under the lease with that tenant or occupant or user. 7. Expenses in connection with services or other benefits of a type that are not provided to Tenant but which are provided another tenant or occupant or user of the Premises. 8. Costs incurred due to Landlord's violation of any terms or conditions of this Lease or any other lease relating to the Building. 9. Overhead profit increments paid to Landlord's subsidiaries or affiliates for management or other services on or to the Premises, or supplies or other materials to the extent that the cost of the services, supplies, or materials exceeds the cost that would have been paid had the services, supplies, or materials been provided by unaffiliated parties on a competitive basis. -9- 10. All interest, loan fees, and other carrying costs related to any mortgage or deed of trust or related to any capital item, and all rental and other payable due under any ground or underlying lease of the Premises, or any lease for any equipment ordinarily considered to be of a capital nature. 11. Any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord. 12. Costs of repairs and other work occasioned by fire, windstorm, or other casualty of an insurable nature. 13. Any costs, fines, or penalties incurred due to violations by Landlord of any governmental rule or authority, this Lease or any other lease of the Premises, or due to Landlord's negligence or willful misconduct. 14. Management costs to the extent they exceed management costs charged for similar facilities in the area and in any event, to the extent they exceed 3% of all other Operating Expenses. 15. Costs for sculpture, paintings, or other objects of art (and insurance thereon or extraordinary security in connection therewith). 16. Wages, salaries, or other compensation paid to any executive employees above the grade of building manager. 17. The cost of correcting any construction defects, building code or other violations which were in effect prior to the Commencement Date of this Lease. 18. The cost of containing, removing, or otherwise remediating any contamination of the Premises (including the underlying land and ground water) by any toxic or Hazardous Substances where such contamination was not caused by Tenant. 19. Any other expense that under generally accepted accounting principles and practice consistently applied would not be considered a normal maintenance or operating expense. 20. The original costs of constructing the Building. 21. Structural repairs and replacements. 22. Costs to correct original or latent defects in the design, construction or equipment of the Building. (c) Tenant's Right to Audit. Within 90 days after receipt of ----------------------- Landlord's Statement, Tenant shall have the right to audit at Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Operating Expenses. Such audit shall be conducted by a certified public accountant approved by Landlord, which approval shall not be unreasonably withheld. If such audit reveals that Landlord has overcharged Tenant and Tenant has paid said sum to Landlord, the amount -10- overcharged shall be repaid to Tenant within 30 days after the audit is concluded, together with interest thereon at the rate of 10% per annum, from the date the payment was made by Tenant until payment of the overcharge is made to Tenant. In addition, if the Statement exceeds the actual Operating Expenses which should have been charged to Tenant by more than 5%, the cost of the audit shall be paid by Landlord. Section 2.05. Security Deposit. Tenant shall deposit with Landlord ---------------- upon execution hereof, as security for Tenant's faithful upon execution hereof, as security for Tenant's faithful performance of Tenant's obligations under this Lease, a Security Deposit of One Hundred Eighteen Thousand Two Hundred and One Dollar and Forty Cents ($118,201.40), which shall be paid to Landlord upon Lease Commencement, together with the first months rent of Eighty Three Thousand Seven Hundred and Fifty Dollars ($83,750.00) payable hereunder. If Tenant fails to pay Base Rent or other rent or charges due hereunder, or otherwise defaults beyond any applicable cure period under this Lease, Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, cost, expense, loss or damage (including attorneys' fees) which landlord may suffer or incur by reason thereof. If Landlord uses or applies all or any portion of said Security Deposit, Tenant shall within ten (10) days after written request therefor deposit moneys with Landlord sufficient to restore said Security Deposit to the full amount required by this Lease. Any time the Base Rent increases during the term of this Lease, Tenant shall, upon written request from Landlord, deposit additional moneys with Landlord sufficient to maintain the same ratio between the Security Deposit and the Base Rent as existed theretofore. Landlord shall, at the expiration or earlier termination of the term hereof and after Tenant has vacated the Premises, promptly return to Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's interest herein) that portion of the Security Deposit not used or applied by Landlord. Unless otherwise expressly agreed in writing by Landlord, no part of the Security Deposit shall be considered to be held in trust, to bear interest or other increment for its use, or to be prepayment for any moneys to be paid by Tenant under this Lease. ARTICLE 3. USE OF PREMISES Section 3.01. Permitted Use. During the term of this Lease (including ------------- the Original Term and the Extended Term, if any), the Premises shall be used for administrative office, sales, research and development, shipping and receiving purposes and all uses normally incident to those purposes, and for no other purpose, without Landlord prior written consent, which shall not be unreasonably withheld or delayed. Section 3.02. Insurance Hazards. Tenant shall not commit or permit the ----------------- commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, -11- liability, or other insurance policy insuring the Premises or the improvements on the Premises. Tenant shall, at its own cost and expense, comply with any and all requirements of Landlord's insurance carriers necessary for the continued maintenance at reasonable rates of fire and liability insurance policies on the Premises and the improvements on the Premises. Section 3.03. Waste or Nuisance. Tenant shall not commit or permit the ----------------- commission by others of any waste on the Premises; Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Civil Code Section 3479 on the Premises; and Tenant shall not use or permit the use of the Premises for any unlawful purpose. Tenant shall not use or permit the use of the Premises in any way that obstructs or interferes with the rights of other tenants or occupants of the Building or injures or annoys them. Section 3.04. Compliance With Laws. Tenant shall at Tenant's own cost -------------------- and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, relating to Tenant's use and occupancy of the Premises, whether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tenant shall not be responsible for compliance with any laws, codes, ordinances or other governmental directives where such compliance is not related specifically to Tenant's use and occupancy of the Premises. For example (but not in limitation of the foregoing) if any governmental authority should require any portion of the Premises to be structurally strengthened against earthquake, or should require the removal of Hazardous Substances from the Premises which were not introduced into the Premises by Tenant and such measures are imposed as a general requirement applicable to all tenants rather than as a condition to Tenant's specific use or occupancy of the Premises, such work shall be performed by and at the sole cost of Landlord. The judgment of any court of competent jurisdiction, or the admission by Tenant in a proceeding brought against Tenant by any government entity, that Tenant has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this Lease by Landlord. Section 3.05. Hazardous Substances. -------------------- (a) Definition. The term "Hazardous Substance" as used in this Lease ---------- shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to, the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability of Landlord to any governmental agency or third -12- party under any applicable statute or common law theory. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof. Tenant shall not engage in any activity in, on or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express prior written consent of Landlord and compliance in a timely manner (at Tenant's sole cost and expense) with all applicable law. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filled with, any governmental authority. Reportable Use shall also include Tenant's being responsible for the presence in, on or about the Premises of a Hazardous Substance with respect to which any applicable law requires that a notice be given to person entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Tenant may, without Landlord's prior consent, but in compliance with all applicable law, use any ordinary and customary materials reasonably required to be used by Tenant in the normal course of Tenant's business permitted on the Premises, so long as such use is not a Reportable Use and does not expose the Premises or neighboring properties to any meaningful risk of contamination or damage or expose Landlord to any liability therefor. In addition, Landlord may (but without any obligation to do so) condition its consent to the use or presence of any Hazardous Substance, activity or storage tank by Tenant upon Tenant's giving Landlord such additional assurances as Landlord, in its reasonable discretion, deems necessary to protect itself, the public, the Premises and the environment against damage, contamination or injury and/or liability therefrom or therefor, including, but not limited to, the installation (and removal on or before Lease expiration or earlier termination) of reasonably necessary protective modifications to the Premises (such as concrete encasements) and/or the deposit of an additional Security Deposit under Section 2.04 hereof. (b) Soil Condition of Property. Prior to Lease execution, Tenant and ------------------------- Landlord agree that (i) Tenant may review all existing environmental information relating to the property on which the Premises are located and (ii) either party may conduct any other environmental studies which may be desired at either parties request (at the expense of the requesting party). (c) Notice of Contamination. If either party knows, or has reasonable ----------------------- cause to believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in, on, under or about the Premises, other than as previously consented to by Landlord, either party shall immediately give written notice of such fact to the other party. Tenant shall also immediately give Landlord a copy of any statement, report, notice, registration, application, permit, business plan, license, claim, action or proceeding given to, or received from, any governmental authority or private -13- party, or persons entering or occupying the Premises, concerning the presence, spill, release, discharge of, or exposure to, any Hazardous Substance or contamination in, on, or about the Premises, concerning the presence, spill, release, discharge of, or exposure to, any Hazardous Substance or contamination in, on, or about the Premises, including but not limited to all such documents as may be involved in any Reportable Uses involving the Premises. (d) Tenant's Indemnification. Tenant shall indemnify, protect, defend and ------------------------ hold Landlord, its agents, employees, lenders and ground Landlord, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and reasonable attorneys' and reasonable consultants' fees arising out of or involving any Hazardous Substance or storage tank brought onto the Premises by or for Tenant or under Tenant's direction or control. Tenant's obligations under this Section 3.05 shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created by Tenant or suffered by Tenant, and the cost of investigation (including consultant's fees, attorney's fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Landlord in writing at the time of such agreement. (e) Landlord's Indemnification. Landlord shall indemnify, protect, defend -------------------------- and hold Tenant, its agents, employees, sub-tenants and assignees, if any, harmless from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and reasonable attorneys' and reasonable consultant fees arising out of or involving any Hazardous Substance or storage tank brought onto the Premises by or for Landlord or under Landlord's direction and control and/or arising out of any condition of the property pre-existing the Lease. Landlord's obligations to indemnify Tenant under this Section 3.05 shall include, but not be limited to, indemnification for the effects of any contamination, or injury to person, property or the environment, created by Landlord, or suffered by Landlord, and the cost of investigation (including consultant fees, attorneys' fees, and testing), removal, remediation, restoration, and/or abatement thereof or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Landlord from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Tenant in writing at the time, of such agreement. Section 3.06. Common Areas. ------------ (a) Availability. Landlord shall make available at all times during the ------------ term of this Lease in any portion of the Building that Landlord from time to time designates or -14- relocates, automobile parking (without any additional cost) and common areas (jointly referred to as "common areas," as that term is defined below) as Landlord shall from time to time deem appropriate, but in no event shall the parking be less than required by the applicable governing agency, whichever is greater. Tenant shall have the nonexclusive right during the term of this Lease to use the common areas for itself, its employees, agents, customers, clients, invitees, and licensees. (b) Definition. The term "common areas" means the portions of the ---------- Building that, at the time in question, have been designated and improved for common use by or for the benefit of more than one tenant of the Building, including the parking areas; access and perimeter roads; landscaped areas; exterior walks, roofs, stairways, elevators, escalators and/or ramps; interior corridors, elevators, stairs, and balconies; directory equipment; the main entry lobby; restrooms; and drinking fountains. Landlord reserves the right to redesignate a common area for a noncommon use or to designate as a common area a portion of the Building not previously designated a common area. (c) Control By Landlord. All common areas shall be subject to the ------------------- exclusive control and management of Landlord or any other persons or nominees that Landlord may have delegated or assigned to exercise management or control, in whole or in part, in Landlord's place and stead. Landlord shall have the right to close, if necessary, all or any portion of the common areas as is deemed necessary by Landlord in order to effect necessary repairs, maintenance, or construction, or to maintain the safety of tenants or the general public, provided that Landlord shall have provided reasonable alternative access to the Premises and uses commercially reasonable efforts to avoid undue interference with Tenant's use. Landlord will maintain the common areas in a clean, orderly and sanitary manner. Landlord is responsible for all repairs of the common areas, except those required by the negligence of Tenant. (d) Rules and Regulations. Landlord and Landlord's nominees and --------------------- assignees shall have the right to establish, modify, amend and enforce reasonable rules and regulations with respect to the common areas and the Building. Tenant shall fully and faithfully comply with and observe the rules and regulations for the common areas and the Building (the "Building Rules and Regulations"), including any reasonable additions or amendments to the Building Rules and Regulations that may be hereafter enacted by Landlord in Landlord's sole discretion. Tenant acknowledges receipt of a copy of the Building Rules and Regulations, which are attached to and made a part of this Lease as Exhibit D. Landlord shall not be liable in any way for failure of any other occupant of the Building to comply with and observe these rules and regulations. ARTICLE 4. TAXES Section 4.01. Personal Property Taxes. Tenant shall pay before they ----------------------- become delinquent all taxes, assessments, and other charges levied or imposed by any -15- governmental entity on the furniture, trade fixtures, appliances, and other personal property placed by Tenant in, on, or about the Premises including, without limiting the generality of the other terms used in this section, any shelves, counters, vaults, vault doors, wall safes, partitions, fixtures, machinery, plant equipment, office equipment, television or radio antennas, and communication equipment brought on the Premises by Tenant. Section 4.02. Real Property Taxes. All real property taxes and ------------------- assessments levied or assessed against the Premises by any governmental entity, including any special assessments imposed on or against the Premises for the construction or improvement of public works in, on, or about the Premises, shall be paid, before they become delinquent, by Landlord. ARTICLE 5. SERVICES, ALTERATIONS AND REPAIRS Section 5.01. Services and Maintenance by Landlord. ------------------------------------ (a) Landlord's Maintenance Obligations. Landlord shall maintain the ---------------------------------- public and common areas of the Building, including lobbies, stairs, elevators; corridors, restrooms, all exterior landscaping, windows, the mechanical, plumbing, and electrical equipment serving the Building, and the structure itself, in reasonably good order and condition so as to meet the reasonable needs of Tenant, except for damage, excluding normal wear and tear, caused by the Tenant. Damage by Tenant shall be repaired by Landlord at Tenant's expense. The standard of maintenance shall be equal to that of other office buildings of a similar class in the Palo Alto, Mountain View and Sunnyvale area. Notwithstanding anything to the contrary in this Section 5.01, Tenant shall have the right to make any repairs to the Premises which Landlord is required to undertake under this Lease at Landlord's expense if Landlord shall not have instituted such repairs within thirty (30) calendar days following notice from Tenant of Tenant's intention to make such repairs and thereafter with reasonable dispatch complete such repairs. Landlord shall, at its sole cost and expense, comply with all laws, statutes, ordinances and governmental rules or regulations now in force or which may hereafter be in force, insofar as any thereof relate to Landlord's ownership and operation of the Building other than the Premises (except as herein provided), except that the cost of complying with any of the foregoing which results from or is occasioned by any of Tenant's acts or improvements made in or about the Premises by or for Tenant. (b) Landlord's Services Obligations. Landlord shall furnish (i) ------------------------------- electricity for lighting and the operation of office machines, (ii) heat and air conditioning, to the extent reasonably required for the comfortable occupancy by Tenant in Tenant's use of the Premises during the period from 5:00 a.m. to 10:00 p.m. seven (7) days a week or a shorter period as may be prescribed by applicable policies or regulations adopted by any utility or governmental agency, (iii) elevator service, (iv) lighting replacement, for building standard lights, (v) restroom supplies, (vi) window washing with reasonable -16- frequency, (vii) water for the restrooms and kitchen areas, and (viii) security guard services and daily janitor services during the times and in the manner that these services are customarily furnished in comparable office buildings in the area. Landlord may establish reasonable measures to conserve energy and water, including but not limited to, automatic light shut off after hours and efficient lighting forms, so long as these measures do not unreasonably interfere with Tenant's use of the Premises. Provided Tenant's use of the premises and services furnished identified hereunder in this paragraph 5(b) does not interfere with Landlord's reasonable efforts to conserve energy/water, etc., as may be mandated by applicable policies or regulations adopted by any utility or governmental agency, if any, then Tenant may utilize the Premises after the hours identified above, 24 hours per day, and have access to all such services incident to its use of the Premises after hours, 24 hours per day, provided that Tenant shall pay for all such services utilized by Tenant after hours. (c) Landlord's Default. Landlord shall not be in default under this ------------------ Lease, nor be liable for any damages resulting from, nor shall the required rental be abated because of (i) the installation, use, or interruption of use of any equipment in connection with furnishing the previously listed services, (ii) failure to furnish or delay in furnishing these services, when failure or delay is caused by accident or conditions beyond the reasonable control of Landlord or by necessary repairs or improvements to the Premises or to the Building, or (iii) the limitation, curtailment, rationing, or restrictions on use of water, electricity, gas, or any other form of energy serving the Premises or the Building. Landlord shall use reasonable efforts to diligently remedy interruptions in the furnishing of these services unless Tenant's use or occupancy of the Premises is substantially impaired thereby for a period of more than 3 consecutive days, in which event the Base Rent payable by Tenant shall abate until such substantial impairment ceases. (d) Supplementary HVAC. If heat-generating equipment or lighting, ------------------ other than building standard lights, are installed or used in the Premises, and this equipment or lighting affects the temperature otherwise maintained by the air conditioning system, or if equipment is installed in the Premises that requires a separate temperature controlled room, on Tenant's request or at Landlord's election after notice to Tenant, Landlord shall install supplementary air conditioning facilities in the Premises or shall modify the ventilating and air conditioning system serving the Premises. The capital and maintenance costs of these facilities and modifications shall be borne by Tenant, except to the extent this provisions conflicts with Section 1.07(d) and/or Section 2.04(b). However, if Tenant objects to the proposed installation of supplementary air conditioning facilities or the modification of the ventilating and air conditioning system, Landlord shall not make the installation or modification, but Landlord shall be relieved of obligations under subsection (b) (ii) above to the extent that comfortable occupancy of -17- the Premises cannot be provided without the installation or modification. (e) Payment of Costs. On receipt of a bill, Tenant shall reimburse ---------------- Landlord for the actual cost of (i) all heat or air conditioning provided to the Premises during hours requested by Tenant when those services are not otherwise furnished by Landlord, and (ii) all power and cooling energy provided for supplementary air conditioning facilities in the Premises. Tenant shall also pay the cost of any transformers, additional risers, panel boards, and other facilities, if reasonably required to furnish power for supplementary air conditioning facilities in the Premises. The cost of item (i) shall be a per hour charge reflecting the actual electrical energy, labor, and fixed plant costs (excluding depreciation) of running the heating and air conditioning system. (f) Payment for Additional Services. In the event that Landlord, at ------------------------------- Tenant's request provides services to Tenant that are not otherwise provided for in this Lease, Tenant shall pay Landlord's reasonable charges for these services within 30 days of billing of Landlord. Section 5.02. Maintenance By Tenant. Tenant shall during the term of --------------------- this Lease maintain the Premises in a good, clean, and safe condition. Tenant, at Tenant's own expense, shall repair all deteriorations or damages to the Premises or to the Building occasioned by Tenant's lack of ordinary care. Section 5.03. Alterations and Liens. Tenant shall not make or permit --------------------- any other person to make any alterations to the Premises or to any Improvements on the Premises which cost more than $2,500.00, without the prior written consent of Landlord. Landlord shall not unreasonably withhold this consent. Tenant shall keep the premises free and clear from any and all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the instance or request of Tenant. Furthermore, any and all alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on the Premises by Tenant or any other person shall on expiration or earlier termination of this Lease, become the property of Landlord and remain on the Premises. Landlord shall have the option, however, on expiration or termination of this Lease, of requiring Tenant, at Tenant's sole cost and expense, to remove any or all such alterations, additions, improvements, or fixtures from the Premises, but only if Landlord informs Tenant in writing, at the time Landlord grants its consent to their installation, that removal will be required. Section 5.04. Inspection by Landlord. Following reasonable advance ---------------------- notice (except in the event of an emergency) Tenant shall permit Landlord or Landlord's agents, representatives, or employees to enter the Premises at all reasonable times for the purpose of inspecting the Premises to determine whether Tenant is complying with the terms of this Lease, for the purpose of doing other lawful acts that may be -18- necessary to protect Landlord's interest in the Premises, or for the purpose of performing Landlord's duties under this Lease. Section 5.05. Surrender of Premises. On expiration or earlier --------------------- termination of this Lease, Tenant shall promptly surrender and deliver the Premises to Landlord in as good condition as on the Commencement Date, excluding reasonable wear and tear and repairs required to be made by Landlord under this Lease. ARTICLE 6. INDEMNITY AND INSURANCE Section 6.01. Hold Harmless Clause. Tenant agrees to protect, -------------------- indemnify, and save Landlord harmless from and against any all liability to third parties resulting from Tenant's occupation and use of the Premises, specifically including, without limitation, any claim, liability, loss, or damage, arising by reason of: (a) The death or injury of any person or persons, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or any person who is an employee or agent of Tenant, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Tenant or of some agent, contractor, employee, servant, subtenant, or concessionaire of Tenant on the Premises; (b) Any work performed on the Premises or materials furnished to the Premises at the instance or request of Tenant or any agent or employee of Tenant; and (c) Tenant's failure to perform any provision of this Lease or to comply with any requirement of law or any requirement imposed on Landlord or the Premises by any duly authorized governmental agency or political subdivision. Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, for any injury or damage to any person or property in or about the Premises or any part of the Premises by or from any cause whatsoever, except injury or, damage to Tenant resulting from the acts or omissions of Landlord or Landlord's authorized agents, claims arising from any breach or default on the part of Landlord in the performance of any covenant contained in this Lease, and any loss or damage to property or injury to person occurring in the public entrances, stairways, corridors, elevators, elevator lobbies, and other public areas in the Building. Section 6.02. Public Liability Insurance. For the mutual benefit of -------------------------- Landlord and Tenant, Tenant shall during the term of this lease cause to be issued and maintained public liability insurance in the sum of at least two million dollars ($2,000,000) for injury to or death of one person, and five million dollars ($5,000,000) for injury to or death of more than one person in any one accident, and five hundred thousand dollars ($500,000) for damage to or destruction of any property of others, insuring the Tenant against liability for injury, death and/or property damage occurring in or on the Premises or the common areas. Landlord shall be named as an additional insured and the policy -19- shall contain cross-liability endorsements. The Tenant shall maintain all such insurance in full force and effect during the entire term of this Lease and shall pay all premiums for the insurance. The insurance required under this section shall be issued by a responsible insurance company or companies authorized to do business in California and shall be in a form reasonably satisfactory to Landlord. Tenant shall within ten (10) days of the date of this Lease, deposit with Landlord a certificate showing that insurance to be in full force and effect. Section 6.03. Tenant's Personal Property. Tenant agrees at all times during -------------------------- the term of this Lease to keep, at Tenant's sole expense, all of Tenant's personal property, including trade fixtures and equipment of Tenant that may be on or in the Premises from time to time, insured against loss or damage by fire and by any peril included within fire and extended coverage insurance for an amount that will insure the ability of Tenant to fully replace the personal property, trade fixtures and equipment. Section 6.04. Fire and Extended Coveraqe Insurance. Landlord shall, during ------------------------------------ the term of this Lease, procure, carry, and pay for fire and extended coverage insurance, insuring the Building and other Improvements on the Premises for at least one hundred percent (100%) of their full replacement value. The policy shall name Tenant as an additional insured and shall be issued by a responsible insurance company authorized to do business in California. Landlord hereby waives any and all right of recovery against Tenant for any loss occurring to the Premises, and the insurance policy required by this section shall contain an endorsement recognizing this lease by Landlord and waiving all rights of subrogation by the insurer. The term "extended coverage" as used herein shall mean any casualties that are commonly included under the term "extended coverage" as that term is known and used in the casualty insurance business. Section 6.05. Cancellation Requirements. Each of the insurance policies ------------------------- shall be in a form reasonably satisfactory to Landlord and shall carry an endorsement that, before changing or canceling any policy, the issuing insurance company shall give Landlord at least thirty (30) days prior written notice. Duplicate originals or certificates of all such insurance policies shall be delivered to Landlord. ARTICLE 7. TRADE FIXTURES Section 7.01. Installation and Removal of Trade Fixtures. Tenant shall have ------------------------------------------ the right at any time and from time to time during the term of this Lease, at Tenant's sole cost and expense, to install and affix in, to, or on the Premises any items; herein called "trade fixtures," for use in Tenant's trade or business that Tenant may, in Tenant's sole discretion, deem advisable. Any and all trade fixtures that can be removed without structural damage to the Premises or any building or improvements on the Premises shall, subject to Section 7.02 of this Lease; remain the property of the -20- Tenant and may be removed by Tenant at any time before the expiration or earlier termination of this Lease, provided Tenant repairs any damage caused by the removal. Section 7.02. Unremoved Trade Fixtures. Any trade fixtures described in ------------------------ this Article that are not removed from the Premises by Tenant within thirty (30) days after the expiration or earlier termination regardless of cause, of this Lease shall be deemed abandoned by Tenant and shall automatically become the property of Landlord as owner of the real property to which they are affixed. ARTICLE 8. DESTRUCTION OF PREMISES Section 8.01. Landlord's Obligation to Repair. Except as otherwise provided ------------------------------- in Section 8.02 below, if at any time during the Original Term of this Lease or the Extended Term, the Premises are damaged or destroyed by any cause, Landlord shall promptly repair, rebuild, or restore the Premises to substantially the same condition as when delivered to Tenant at the commencement of this Lease (i.e., exclusive of tenant fixtures and equipment) and shall be entitled for that purpose to any and all insurance proceeds (but not including insurance proceeds paid for Tenant's personal property, trade fixtures and equipment). Landlord shall have the obligation to repair, rebuild, or restore described in this section whether or not the insurance proceeds paid to Landlord are sufficient to cover the total cost of repair, restoration, or rebuilding. Section 8.02. Landlord's Rights to Terminate Lease. Notwithstanding Section ------------------------------------ 8.01, Landlord shall have the right to terminate this Lease and shall have no obligation to repair, restore, or rebuild the Premises or the Building under any of the following circumstances: (a) Damage or destruction from an insured casualty when the damage or destruction cannot reasonably be repaired, restored, or rebuilt within a period of one hundred eighty (180) days; (b) Damage or destruction when the cost of repair, restoration, or rebuilding exceeds insurance proceeds available as a result of such damage or destruction by more than one million dollars ($1,000,000); (c) Material damage or destruction from an insured or uninsured casualty occurring during the last one year of the Original Term of this Lease, if Tenant has not before occurrence of the casualty elected to extend the Original Term of the Lease or then elects to extend the Original Term of the Lease or occurring at any time during the Extended Term, if any, of this Lease. If Landlord elects to terminate this Lease under any of the above circumstances, Landlord shall give written notice to Tenant not later than thirty (30) days after occurrence of the casualty. Section 8.03. Notices to Tenant of Landlord ----------------------------- -21- Notwithstanding anything to the contrary contained in this Lease: Landlord shall give notice to Tenant of its election to rebuild or not to rebuild the Premises within thirty (30) days of casualty to the Premises and such notice shall specify Landlord's architect's or engineer's reasonable estimate as to the time required to rebuild or restore the Premises; If, in the reasonable opinion of Landlord's architect or engineer, the Premises will take longer than one hundred and eighty (180) days to rebuild or restore and Landlord has elected to perform such rebuilding or restoration, Tenant may, notwithstanding Landlord's election, terminate this Lease by written notice to Landlord of such termination within five (5) days after its receipt of Landlord's notice. Such termination shall be effective thirty (30) days after the giving of Tenant's notice. If Landlord fails to restore the Premises (including reasonable means of access thereto) within a period which is sixty days longer than the period stated in Landlord's notice to Tenant as the estimated rebuilding period, Tenant, at any time thereafter until such rebuilding is completed, may terminate this Lease by delivering written notice to Landlord of such termination, in which even this Lease shall terminate as of the date of the giving of such notice. Section 8.04. Abatement of Rent. If damage or destruction to the Premises ----------------- renders the operation of Tenant's business impractical and Tenant in fact ceases to operate its business, the rent required under this Lease shall abate in the proportion that the area of Premises not occupied by Tenant bears to the total area of the Premises during the period in which Landlord is required to perform repairs or restoration, or to rebuild. ARTICLE 9. CONDEMNATION Section 9.01. Total Condemnation. If at any time during the term of this ------------------ Lease, title and possession of all of the Premises is taken under the power of eminent domain by any public or quasi-public agency or entity, this Lease shall terminate as of 12:0l A.M. of the date actual physical possession of the Premises is taken by the agency or entity exercising the power of eminent domain, and both Landlord and Tenant shall thereafter be released from all obligations under this Lease, except those described in Section 9.04. Section 9.02. Termination Option for Partial Condemnation. If at any time ------------------------------------------- during the term of this Lease, title and possession of only a portion of the Premises is taken under the power of eminent domain by any public or quasi-public agency or entity, Tenant may, at Tenant's option, terminate this Lease if more than twenty percent (20%) of the floor space of the Premises or more than ten percent 10% of the land area of the Property is taken under the power of eminent domain. If Tenant elects to exercise the option granted under this section, Tenant shall give Landlord at least thirty (30) days prior written notice within ten (10) days after Tenant receives notice of the -22- taking that designates the precise area of the Premises to be taken. This Lease shall terminate as of the date specified for termination in Tenant's notice, or on the date actual physical possession of the Premises is taken by the public or quasi-public agency or entity, whichever date is earlier. Section 9.03. Partial Condemnation Without Termination. If Tenant fails to ---------------------------------------- exercise the option described in Section 9.02 of this Lease or if the portion of the Premises taken under the power of eminent domain is insufficient to give rise to the option described in Section 9.02 of this Lease: (a) This Lease shall terminate as to the portion of the Premises taken by eminent domain as of 12:Ol A.M. of the day actual physical possession of that portion of the Premises is taken by the agency or entity exercising the power of eminent domain (the "date of taking"); and (b) The Base Rent shall, after the date of taking, be reduced by an amount that bears the same ratio to the Base Rent specified in Section 2.01 of this Lease as the square footage ground area of the portion of the Premises taken under the power of eminent domain bears to the total square footage ground area of the Premises as of the date of this Lease. SECTION 9.04. Condemnation Award. If at any time during the term of this ------------------ Lease, title and possession of all or any portion of the Premises is taken under the power of eminent domain by any public or quasi-public agency or entity, the compensation or damages for the taking shall be awarded to and be the sole property of Landlord. Tenant hereby waives any and all rights to share in any damages or award, except with respect to any portion awarded to Tenant for its relocation costs. Notwithstanding the foregoing, Tenant shall have the right to institute and pursue an independent action for compensation against any condemning authority. ARTICLE 10. DEFAULT, ASSIGNMENT AND TERMINATION Section 10.01. Restriction Against Subletting or Assignment. Except in -------------------------------------------- connection with a permitted transfer, Tenant shall not encumber, assign, or otherwise transfer this Lease, any right or interest in this Lease, or any right or interest in the Premises or any of the improvements that may now or hereafter be constructed or installed on the Premises without first obtaining the express written consent of Landlord except in connection with a permitted transfer. Tenant shall not sublet the Premises or any part of the Premises or allow any other person, other than Tenant's agents, servants, and employees, to occupy the Premises or any part of the Premises without the prior written consent of Landlord. A consent by Landlord to one assignment, one -23- subletting, or one occupation of the Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of the Premises by another person. Any encumbrance, assignment, transfer, or subletting without the prior written consent of Landlord, whether voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of Landlord, terminate this Lease except in connection with a permitted transfer. The consent of Landlord to any assignment of Tenants interest in this Lease or the subletting by Tenant of the Premises or parts of the Premises shall not be unreasonably withheld, conditioned or delayed. If Landlord should fail to notify Tenant in writing of its decision within 15 days, Landlord shall be deemed to have consented to the proposed assignment or subletting. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree as follows: (a) Tenant may assign this Lease or sublet the Premises, all or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; or to any entity which acquires substantially all of the stock, interests or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a "Permitted Transfer"). In addition, any sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, (2) Tenant is or becomes (in connection with such transfer) a publicly traded corporation or (3) such sale or transfer does not exceed, in the aggregate, (other than pursuant to a merger, reorganization, consolidation or sale described above) more than 50% of the capital stock of Tenant. (b) In the case of any sublease consented to or permitted hereunder as set forth above, Tenant shall not be released from its obligations under the Lease by reason of such sublease. In the case of any assignment consented to or permitted hereunder, Tenant shall be released from its obligations under the Lease if Tenant requests such a Release, the Assignee agrees in writing to assume all of Tenant's obligations under the Lease, the Assignee meets the financial criteria Landlord uses to select Tenants for comparable properties, and the Assignees proposed use of the Premises is permitted by applicable zoning rules and is consistent with the uses of other Tenants in the Park. Section 10.02. Default Defined. The occurrence of any of the following --------------- shall constitute a material default and breach of this Lease by Tenant: (a) Any failure by Tenant to pay the rent or to make any other payment required to be made by Tenant under this Lease (when that failure continues for five (5) days after written notice of the failure is given by Landlord to Tenant). -24- (b) The abandonment of the Premises by Tenant. (c) A failure by Tenant to observe and perform any other provision of this Lease to be observed or performed by Tenant, when that failure continues for thirty (30) days after written notice of Tenant's failure is given by Landlord to Tenant; provided, however, that if the nature of that default is such that it cannot reasonably be cured within such 30-day period, Tenant shall not be deemed to be in default if Tenant commences that cure within the 30-day period and thereafter diligently prosecutes it to completion. (d) The making by Tenant of any general assignment for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, it is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, when possession is not restored to Tenant within thirty (30) days; or the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, when that seizure is not discharged within thirty (30) days. Section 10.03. Termination of Lease and Recovery of Damages. In the event -------------------------------------------- of any default beyond any applicable cure period by Tenant under this Lease, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the right to terminate this Lease and all rights of Tenant hereunder by giving written notice of the termination. No act of Landlord shall be construed as terminating this Lease except written notice given by Landlord to Tenant advising Tenant that Landlord elects to terminate the Lease. In the event Landlord elects to terminate this Lease, Landlord may recover from Tenant: (a) The worth at the time of award of any unpaid rent that had been earned at the time of termination of the Lease; (b) The worth at the time of award of the amount by which the unpaid rent that would have been earned after termination of the Lease until the time of award exceeds the amount of rental loss that Tenant proves could have been reasonably avoided; (c) The worth at the time of award of the amount by which the unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of rental loss that Tenant proves could be reasonably avoided; and (d) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenants failure to perform its obligations under this Lease. The term "rent" as used in this section shall mean the Base Rent, and all other sums required to be paid by Tenant pursuant to the terms of this Lease. -25- As used in subsections (a) and (b) above, the "worth at the time of award" is computed by allowing interest at the rate of ten percent (10%) per year. As used in subsection (c), the "worth at the time of award" is computed by discounting that amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Section 10.04. Landlord's Right to Continue Lease In Effect. -------------------------------------------- (a) Continuation of Lease. If Tenant breaches this Lease or abandons the --------------------- Premises before the natural expiration of the term of this Lease, Landlord may continue this Lease in effect by not terminating Tenant's right to possession of the Premises, in which event Landlord shall be entitled to enforce all its rights and remedies under this Lease, including the right to recover the rent specified in this Lease as it becomes due under this Lease. For as long as Landlord does not terminate this Lease, Tenant shall have the right to assign or sublease the Premises with the Landlord's prior written consent. Landlord shall not unreasonably withhold consent. (b) No Election to Terminate Without Written Notice. No act of Landlord, ----------------------------------------------- including but not limited to Landlord's entry on the Premises, efforts to relet the Premises, or maintenance of the Premises, shall be construed as an election to terminate this Lease unless a written notice of that intention is given to Tenant or unless the termination of this Lease is decreed by a court of competent jurisdiction. Section 10.05. Landlord's Right to Relet. In the event Tenant is in breach ------------------------- of this Lease beyond any applicable cure period, Landlord may enter on and relet the Premises or any part of the Premises to a third party or third parties for any term, at any rental, and on any other terms and conditions that Landlord in its sole discretion may deem advisable, and shall have the right to make alterations and repairs to the Premises. Tenant shall be liable for all of Landlord's costs in reletting, including but not limited to reasonable remodeling costs required for the reletting. In the event Landlord relets the premises, Tenant shall pay all rent due under and at the times specified in this Lease, less any amount or amounts actually received by Landlord from the reletting. Section 10.06. Landlord's Right to Cure Tenant Defaults. If Tenant breaches ---------------------------------------- or fails to perform any of the covenants or provisions of this Lease beyond any applicable cure period, Landlord may, but shall not be required to, cure Tenant's breach. Any sum expended by Landlord, with the then maximum legal rate of interest, shall be reimbursed by Tenant to Landlord with the next due rent payment under this Lease. Section 10.07. Default by Landlord. Unless a shorter period of time is ------------------- specified by which Landlord is required to perform its obligation, Landlord shall not be in default unless Landlord fails to perform its obligations under this Lease within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligations; provided, however, -26- that in the event that any such cure cannot reasonably be completed with such thirty (30) day period and provided further that Landlord has commenced and is diligently pursuing such cure, Landlord shall have an additional period of thirty (30) days to complete such cure. Tenant's obligation to provide written notice to Landlord of a default by Landlord is limited to those instances where knowledge of Landlord's default is, within the actual knowledge of Tenant. If Landlord fails to cure a default within the time period described in this Section 10.07, and if such default renders all or any part of the Premises untenantable or unusable for Tenant's ordinary business, Tenant shall have the option to cure the default, in addition to any other remedies permitted by law. Should Tenant elect to cure the default itself, all reasonable costs associated with such cure, including reasonable attorneys' fees (if any), shall be reimbursed. by Landlord to Tenant within ten (10) days of receipt of Tenant's invoice for said costs. However, upon Landlord's failure to so reimburse or, at Tenants option, said costs shall be held from rent due hereunder. If Landlord's default hereunder prevents Tenant's use of the Premises, there shall be an abatement of rental payments for the period of such non-use. Section 10.08. Cumulative Remedies. The remedies granted to the parties in ------------------- this Article shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or provided in this Lease. Section 10.09. Waiver of Breach. The waiver by any party of any breach by ---------------- the other party of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by such party either of the same or another provision of this Lease. ARTICLE 11. MISCELLANEOUS Section 11.01. Force Majeure-Unavoidable Delays. If the performance of -------------------------------- any act required by this Lease to be performed by either Landlord or Tenant is prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability that is not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. However, nothing contained in this section shall excuse the prompt payment of rent or additional rent by Tenant as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party required to perform the act and nothing in this Section shall modify the operation of Section 1.05, above. Section 11.02. Attorneys' Fees. If any litigation is commenced between the --------------- parties to this Lease concerning the Premises, this Lease, or the rights and duties of either in relation to the Premises or to this Lease, the party prevailing in that litigation shall be entitled to, in addition to any other relief that may be granted in the litigation, a reasonable sum as and for its attorneys' fees in that litigation that are determined by the -27- court in that litigation or in a separate action brought for that purpose. Section 11.03. Notices. Except as otherwise expressly provided by law, any ------- and all notices or other communications required or permitted by this Lease or by law to be served on or given to either party to this Lease by the other party to this Lease shall be in writing and shall be deemed duly given when personally delivered to the party to whom they are directed, or in lieu of personal service, when deposited in the United States mail, first-class postage prepaid or overnight courier, addressed to Tenant at 100 Evelyn Avenue, Mountain, California or to Landlord at 200 Evelyn Avenue, Mountain View, California. Either party, Tenant or Landlord, may change its address for the purpose of this section by giving written notice of that change to the other party in the manner provided in this section. Section 11.04. Binding on Heirs and Successors. This Lease shall be binding ------------------------------- on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of Landlord and Tenant, but nothing in this section shall be construed as a consent by Landlord to any assignment of this Lease or any interest therein by Tenant except as provided in Section 10.01 of this Lease. Section 11.05. Partial Invalidity. If any provision of this Lease is held ------------------ by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding. Section 11.06. Sole and Only Agreement. This instrument constitutes the ----------------------- sole and only agreement between Landlord and Tenant respecting the Premises, the leasing of the Premises to Tenant, or the Lease term created under this Lease, and correctly sets forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the Premises or their leasing by Landlord to Tenant not expressly set forth in this instrument are null and void. Section 11.07. Time of Essence. Time is expressly declared to be of the --------------- essence in this Lease. Section 11.08. Late Charges. Tenant hereby acknowledges that the late ------------ payment by Tenant to Landlord of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed upon Landlord by the terms of any ground lease, mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within five (5) days after such amount shall be due, then, without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by -28- Landlord shall in no event constitute a waiver of Tenant's default or breach with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. Section 11.09. Subordination. Etc. ------------------ (a) Subordination to Security Devices. This Lease shall be subject and --------------------------------- subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed by Landlord upon the real property of which the Premises are a part, to any and all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant agrees that the lenders holding any such Security Device shall have no duty, liability or obligation to perform any of the obligations of Landlord under this Lease, but that in the event of Landlord's default with respect to any such obligation, Tenant will give any lender whose name and address have been furnished Tenant in writing for such purpose notice of Landlord's default and allow such lender thirty (30) days following receipt of such notice for the cure of said default before invoking any remedies Tenant may have by reason thereof. If any lender shall elect to have this Lease superior to the lien of its Security Device and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. (b) Attornment. Subject to the non-disturbance provisions of subsection (c) ---------- below, Tenant agrees to attorn to a lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in the event of such foreclosure, such new owner shall not: (i) be liable for any act or omission of any prior Landlord or with respect to events occurring prior to acquisition of ownership, (ii) be subject to any offsets or defenses which Tenant might have against any prior Landlord, or (iii) be bound by prepayment of more than one (1) month's rent. (c) Nondisturbance. With respect to Security Devices now or hereafter -------------- encumbering the Property, Tenant's subordination of this Lease shall be subject to and conditioned upon receiving assurance (a "non-disturbance agreement") from the lender that Tenant's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Tenant is not in breach hereof and attorns to the record owner of the Premises. (d) Assurances. The agreements contained in this Section 11.09 shall be ---------- effective without the execution of any further documents; provided, however, that, upon written request from Landlord or a lender in connection with a sale, financing or refinancing of the Premises, Tenant and Landlord shall execute such further writings as may be reasonably required to separately document any such subordination or non- -29- subordination, attornment and/or non-disturbance agreement as is provided for herein. Section 11.10. Sale of Premises; Liability of Landlord. In the event of any --------------------------------------- sale or other transfer of the Premises by Landlord, Landlord shall thereupon be entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale. The purchaser at such sale or any subsequent sale of the Premises, or transferee of the Premises, as the case may be, shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of Landlord under this Lease, and Tenant shall attorn to such purchaser or transferee of the Premises. Section 11.11. Real Estate Commissions. The parties acknowledge that CRESA ----------------------- Partners is the real estate broker of record who represents the Tenant in this Lease transaction. Said real estate broker shall be paid a full real estate commission by Landlord and Landlord agrees that he shall execute a written commission agreement with said broker to memorialize this obligation. The parties, and Tenant specifically, hereby acknowledge that said real estate broker has not made any independent investigation of the property which is the subject of this Lease or made any determinations with respect to the facility and environmental conditions of the property including without limitation the existence of any underground tanks, pumps, piping, toxic or hazardous substance on the property. Likewise, no investigation has been made by said broker to insure compliance with the "American With Disabilities Act" ("ADA"). This act may require a variety of changes to a facility, including potential removal of barriers to access by disabled persons and provisions of auxiliary aids and services for hearing, vision or speech impaired persons. Said real estate broker urges all parties to obtain independent legal and technical advice with respect to the physical and environmental condition and ADA compliance of the property. The parties agree that they will rely solely on their own investigations and/or that a licensed professional specializing in these areas, and not the real estate broker, shall be responsible for same. Said real estate broker does not represent and warrant the accuracy and completeness of all documents and information ("reports") reviewed or received by any of the parties in connection with this transaction, including reports, structural, geological, and engineering studies, and plans and specifications. IN WITNESS WHEREOF, the parties have executed this Lease on the date first written above. -30- TENANT: IMPAC MEDICAL SYSTEMS AND SUBSIDIARY, a California Corporation By /s/ Joseph K. Jachinowski ----------------------------------- PRESIDENT LANDLORDS: HILLVIEW MANAGEMENT, INC., A California Corporation By /s/ George P. Eshoo ----------------------------------- George P. Eshoo, Its: President GORDON A. CAMPBELL AND MARIA LIGETI, TRUSTEES OF THE REVOKABLE LIVING TRUST DATED MARCH 23, 1987 By /s/ George A. Campbell ----------------------------------- George A. Campbell, Trustee By /s/ Maria Ligeti ----------------------------------- Maria Ligeti, Trustee ADDENDUM The Lease made and entered into on September 1, 1999, by and between GORDON A. CAMPBELL and MARIA LIGETI, TRUSTEES OF THE REVOCABLE LIVING TRUST DATED MARCH 23, 1987; HILLVIEW MANAGEMENT, INC.; and IMPAC MEDICAL SYSTEMS AND SUBSIDIARY, a California Corporation, is hereby Amended as follows: Section 1.07, subsection (d) is amended to add a new third paragraph as follows: In addition to the Tenant Improvement Allowance of Seven Hundred Fifty Four Thousand Seven Hundred Dollars and Eighty Four Cents ($754,700.84), Tenant agrees to pay an additional amount of Four Hundred Seventy Nine Thousand Nine Hundred Sixty Two Dollars and Ninety Eight Cents ($479,962.98) plus any additional IMPAC approved change orders not included on the attached Exhibit 1 - Project Cost and Reconciliation dated 2/17/00 of which Two Hundred Sixteen Thousand Six Hundred Sixty Six Dollars ($216,666.00) has been paid. The remainder of Two Hundred Sixty Three Thousand Two Hundred Ninety Six Dollars and Ninety Eight Cents ($263,296.98) is to be paid as follows: (1) One Hundred Twenty Nine Thousand Nine Hundred Fifty Five Dollars and Five Cents ($129,955.05) upon execution of this Addendum. (2) One Hundred Thirty Three Thousand Three Hundred Forty One Dollars and Ninety Three Cents ($133,341.93) upon Substantial Completion. Section 1.07, subsection (f) is amended as follows: The Premises shall be deemed completed and ready for occupancy by Tenant ("Substantial Completion") or "Substantially Complete" as the context requires when the Tenant Improvements set forth in attached Exhibit 1 - Project Cost and Reconciliation dated 2/17/00 are complete in accordance with attached Exhibit 2 - Project Schedules dated 2/24/00 and a final Certificate of Occupancy for the Building has been issued by the City of Mountain View, California, and Landlord has given Tenant written notice of the issuance of such a certificate. Add the following additional terms: Attached to this Addendum are Exhibit 1 - Project Cost and Reconciliation dated 2/17/00 and Exhibit 2 - Project Schedules dated 2/24/00. The parties agree that there is a dispute concerning responsibility for payment of the Disputed Contractor Cost set forth in Exhibit 1 - Project Cost and Reconciliation dated 2/17/00. The parties further agree that this Addendum does not resolve the issue of responsibility for payment of the Disputed Contractor Cost. TENANT: IMPAC MEDICAL SYSTEMS AND SUBSIDIARY A California Corporation By /s/ Joseph K. Jachinowski ----------------------------------------- Joseph K. Jachinowski, President and CEO LANDLORDS: GORDON A. CAMPBELL AND MARIA LIGETI, TRUSTEES OF THE REVOCABLE LIVING TRUST DATED MARCH 23, 1987 By /s/ Maria Ligeti ----------------------------------------- Maria Ligeti, Trustee HILLVIEW MANAGEMENT, INC. A California Corporation By /s/ George P. Eshoo ----------------------------------------- George P. Eshoo Its: President This Addendum is dated as of February 23, 2000 EX-10.4 8 dex104.txt FORM OF INDEMNIFICATION AGREEMENT EXHIBIT 10.4 INDEMNIFICATION AGREEMENT ------------------------- This Indemnification Agreement (the "Agreement") is made as of _______ ___, --------- 2002 by and between IMPAC Medical Systems, Inc., a Delaware corporation (the "Company"), and __________ (the "Indemnitee"). ------- ---------- RECITALS -------- The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and agents of the Company may not be willing to continue to serve as agents of the Company without additional protection. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so as to provide them with the maximum protection permitted by law. AGREEMENT --------- In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows: 1. Indemnification. --------------- (a) Third Party Proceedings. The Company shall indemnify Indemnitee ----------------------- if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (b) Proceedings By or in the Right of the Company. The Company shall --------------------------------------------- indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) and, to the fullest extent permitted by law, amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld), in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company in the performance of Indemnitee's duty to the Company and its stockholders unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (c) Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee in connection therewith. 2. No Employment Rights. Nothing contained in this Agreement is intended -------------------- to create in Indemnitee any right to continued employment. 3. Expenses; Indemnification Procedure. ----------------------------------- (a) Advancement of Expenses. The Company shall advance all expenses ----------------------- incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section l(a) or Section 1(b) hereof (including amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in -2- writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (c) Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. (d) Notice to Insurers. If, at the time of the receipt of a notice of ------------------ a claim pursuant to Section 3(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (e) Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees -3- of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. 4. Additional Indemnification Rights; Nonexclusivity. ------------------------------------------------- (a) Scope. Notwithstanding any other provision of this Agreement, ----- the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee's rights and the Company's obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder. (b) Nonexclusivity. The indemnification provided by this Agreement -------------- shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company's Board of Directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding. 5. Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled. 6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge --------------------- that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the "SEC") has taken --- the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits -4- indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. 7. Officer and Director Liability Insurance. The Company shall, from ---------------------------------------- time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company. 8. Severability. Nothing in this Agreement is intended to require or ------------ shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms. 9. Exceptions. Any other provision herein to the contrary ---------- notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a) Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this -5- Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (c) Insured Claims. To indemnify Indemnitee for expenses or -------------- liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers' and directors' liability insurance maintained by the Company; or (d) Claims under Section 16(b). To indemnify Indemnitee for expenses -------------------------- or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. 10. Construction of Certain Phrases. ------------------------------- (a) For purposes of this Agreement, references to the "Company" ------- shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to "other ----- enterprises" shall include employee benefit plans; references to "fines" shall - ----------- ----- include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall ------------------------------------- include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this ------------------------------------------------ Agreement. 11. Attorneys' Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to -6- Indemnitee's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee's material defenses to such action were made in bad faith or were frivolous. 12. Miscellaneous. ------------- (a) Governing Law. This Agreement and all acts and transactions ------------- pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law. (b) Entire Agreement; Enforcement of Rights. This Agreement sets --------------------------------------- forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. (c) Construction. This Agreement is the result of negotiations ------------ between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. (d) Notices. Any notice, demand or request required or permitted to ------- be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax or 48 hours after being sent by nationally-recognized courier or deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth below or as subsequently modified by written notice. (e) Counterparts. This Agreement may be executed in two or more ------------ counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (f) Successors and Assigns. This Agreement shall be binding upon the ---------------------- Company and its successors and assigns, and inure to the benefit of Indemnitee and Indemnitee's heirs, legal representatives and assigns. (g) Subrogation. In the event of payment under this Agreement, the ----------- Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights. [Signature Page Follows] -7- The parties hereto have executed this Agreement as of the day and year set forth on the first page of this Agreement. IMPAC Medical Systems, Inc. By: _________________________________ Name: _________________________________ Title: _________________________________ Address: 100 West Evelyn Avenue Mountain View, CA 94041 Fax Number: (650) 623-8911 AGREED TO AND ACCEPTED: [Indemnitee Name] _______________________________ (Signature) Address: ______________________ ______________________ Fax Number: ___________________ -8- EX-10.5 9 dex105.txt 1993 STOCK OPTION PLAN Exhibit 10.5 IMPAC MEDICAL SYSTEMS, INC. 1993 STOCK OPTION PLAN EFFECTIVE NOVEMBER 1, 1993 1. Purpose and Types of Options. This 1993 Stock Option Plan (the "Plan") is ---------------------------- ---- intended to increase the incentives of, and encourage stock ownership by, employees and consultants (including members of the Company's Board of Directors who are not employees of the Company) providing services to Impac Medical Systems, Inc., a California corporation (the "Company"), or to corporations ------- which are or become subsidiary corporations of the Company. The term "subsidiary corporations" as used in this Plan shall have the meaning specified in Section 4.2 hereof. The Plan is intended to provide such employees and consultants with a proprietary interest (or to increase their proprietary interest) in the Company, and to encourage them to continue their employment or engagement by the Company or its subsidiaries. Options granted pursuant to the Plan, at the discretion of the Company's Board of Directors ("Board"), may be ----- either incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"), or options that do --------------------- not so qualify as incentive stock options and which are referred to herein as non-qualified stock options. 2. Stock. The capital stock subject to the Plan shall be shares of the ----- Company's authorized but unissued Common Stock ("Common Stock"). The maximum ------------ aggregate number of shares of Common Stock reserved for issuance under the Plan (after taking into account the five-for-one stock split approved by the Company's Board in October 1993) is Six Hundred Thirty Thousand (630,000), subject to adjustments pursuant to Section 8 hereof. In the event that any outstanding option under the Plan shall expire by its terms or is otherwise terminated for any reason (or if shares of Common Stock of the Company which are issued upon exercise of an option granted hereunder are subsequently reacquired by the Company pursuant to contractual rights of the Company under the particular stock option agreement), the shares of the Common Stock allocated to the unexercised portion of such option (or the shares so reacquired by the Company pursuant to the terms of the stock option agreement) shall again become available to be made subject to options granted under the Plan. Notwithstanding any other provision of this Plan, the aggregate number of shares of Common Stock subject to outstanding options 1 granted under this Plan at any given time, plus the aggregate number of shares which have been issued upon exercise of all options granted under this Plan and which remain outstanding, shall never be permitted to exceed the maximum number of shares specified above in this Section 2 (subject to adjustments under Section 8). 3. Administration. The Plan shall be administered by the Board. Any action by -------------- the Board with respect to the administration of the Plan shall be taken by the vote of a majority of a quorum of its members present at a duly held meeting or without a meeting by unanimous written consent of all directors. The interpretation and construction by the Board of any provision of this Plan, or of any option granted pursuant hereto, shall be final, binding and conclusive. No member of the Board shall be liable to the Company or to any subsidiary or parent corporation, or to the holder of any option granted hereunder for any action, inaction, determination or interpretation made in good faith with respect to the Plan or any transaction hereunder. Notwithstanding the foregoing, the Board shall have the authority to delegate some or all of its duties to administer this Plan and to exercise its powers hereunder to a committee ("Committee") appointed by the Board. For purposes of this Plan, all references --------- herein to "Board" shall be deemed to also refer to any such Committee. Any Committee charged with administration of the Plan shall have all the powers and protections provided to the Board under this Plan until the Board shall revoke or restrict such powers or protections. More specifically, the Board, subject to compliance with the remaining provisions of this Plan, shall have the following powers and authority (which listing is provided by way of example and is not intended to be comprehensive or limiting to the extent of powers not included): 3.1 Selection of Optionees. To determine the persons providing services to ---------------------- the Company to whom, and the time or times at which, options to purchase Common Stock of the Company shall be granted; 3.2 Number of Option Shares. To determine the number of shares of Common ----------------------- Stock to be subject to options granted to each such person; 3.3 Exercise Price. To determine the price to be paid for the shares of -------------- Common Stock upon the exercise of each option; 3.4 Term and Exercise Schedule. To determine the term and the exercise -------------------------- schedule of each option; 2 3.5 Other Terms of Options. To determine the terms and conditions of each ---------------------- stock option agreement (which need not be identical) entered into between the Company and any person to whom the Board determines to grant an option; 3.6 Interpretation of Plan. To interpret the Plan and to prescribe, amend ---------------------- and rescind rules and regulations relating to the Plan; 3.7 Amendment of Options. With the consent of the holder thereof, to modify -------------------- or amend any option granted under the Plan; and 3.8 General Authority. To take such actions and make such determinations ----------------- deemed necessary or advisable by the Board for the administration of the Plan, subject to complying with the Plan and with applicable legal requirements. 4. Eligibility and Award of Options. -------------------------------- 4.1 Authority to Grant and Eligibility. The Board shall have full and final ---------------------------------- authority, in its discretion and at any time and from time to time during the term of this Plan, to grant or authorize the granting of options to such officers, directors and employees of, and consultants retained by, the Company or its subsidiary corporations as it may select, and to determine the number of shares of Common Stock to be subject to each option. Any individual who is eligible to receive a stock option under this Plan shall be eligible to hold more than one option at any given time, in the discretion of the Board. The Board shall have full and final authority in its discretion to determine, in the case of employees (including employees that are officers or directors), whether such options shall be incentive stock options or non-qualified stock options; however, no incentive stock option may be granted to any person who is not a bona fide employee of the Company or of a subsidiary corporation of the Company. Persons selected by the Board who are prospective employees of, or consultants to be retained by, the Company or its subsidiaries, including members of the Board, shall be eligible to receive non-qualified stock options; provided, however, that in the case of such prospective employment or other engagement, the exercisability of such options shall be subject in each case to such person in fact becoming an employee or consultant, as applicable, of the Company or its subsidiaries. 4.2 Certain Restrictions Applicable to Stock Options. No stock options shall ------------------------------------------------ be granted to any employee who, at the time such option is granted, owns stock possessing more than ten 3 percent (10%) of the total combined voting power of all classes of outstanding capital stock of the Company, or of any parent corporation or subsidiary corporation of the Company, unless the exercise price (as provided in Section 5.1 hereof) is not less than one hundred ten percent (110%) of the fair market value of the Common Stock on the date the option is granted and the period within which the option may be exercised (as provided in Section 5.2 hereof) does not exceed five (5) years from the date the option is granted (the provisions of the foregoing sentence shall equally apply to non-qualified options granted under this Plan). As used in this Plan, the terms "parent corporation" and "subsidiary corporation" shall have the meanings set forth in Sections 424 (e) and (f), respectively, of the Internal Revenue Code. For purposes of this Section 4.2, in determining stock ownership, an employee shall be considered as owning the voting capital stock owned, directly or indirectly, by or for his brothers and sisters, spouse, ancestors and lineal descendants. Voting capital stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries, as applicable. Additionally, for purposes of this Section 4.2, outstanding capital stock shall include all capital stock actually issued and outstanding immediately after the grant of the option to the employee. Outstanding capital stock shall not include capital stock authorized for issue under outstanding options held by the employee or by any other person. Additionally, the aggregate fair market value (determined as of the date an option is granted) of the Common Stock with respect to which incentive stock options granted are exercisable for the first time by an employee during any one calendar year (under this Plan and under all other incentive stock option plans of the Company and of any parent or subsidiary corporation) shall not exceed One Hundred Thousand Dollars ($100,000). 4.3 Grants of Options to Directors. With respect to the participation of ------------------------------ of any director in the Plan, his or her selection as a participant and the number of option shares to be allocated to such director shall be determined either: (i) by the Board, of which a majority, as well as a majority, of the directors acting on the matter, shall be "disinterested persons" as hereinafter defined), or (ii) by, or only in accordance with, the recommendations of the Committee of three or more persons having full authority to act in the matter, of which all members shall be "disinterested persons." For the purposes of this Plan, a director or member of such committee shall be deemed to be a "disinterested person" only if such person qualifies as "disinterested person" within the meaning of paragraph (d)(3) of Rule 16b-3 promulgated by the Securities and Exchange Commission 4 (or any successor rule). Any director to whom an option is awarded shall be ineligible to vote upon his or her option. 4.4 Date of Grant. The date on which an option shall be granted shall be ------------- stated in each option agreement and shall be the date of the Board's authorization of such grant or such later date as may be set by the Board at the time such grant is authorized. 5. Terms and Provisions of Option Agreements. Each option granted under ----------------------------------------- the Plan shall be evidenced by a stock option agreement between the person to whom the option is granted and the Company. Each such agreement shall be subject to the following terms and conditions, and to such other terms and conditions not inconsistent herewith as the Board may deem appropriate in each case: 5.1 Exercise Price. The price to be paid for each share of Common Stock -------------- upon the exercise of an option shall be determined by the Board at the time the option is granted; provided however, (that (1) no stock option shall have an exercise price less than eighty-five percent (85%) of the fair market value of the Common Stock on the date the option is granted; (2) no incentive stock option shall have an exercise price less than one hundred percent (100%) of the fair market value of the Common Stock on the date the option is granted; and (3) all stock options granted to the ten percent (10%) shareholders shall have the exercise price set at not less than one hundred ten percent (110%) of fair market value at the date of the grant, as provided in Section 4.2 hereof. For all purposes of this Plan, the fair market value of the Common Stock on any particular date shall be the closing price on the trading day next preceding that date on the principal securities exchange on which the Company's Common Stock is listed, or, if such Common Stock is not then listed on any securities exchange, the fair market value of the Common Stock on such date shall be the mean of the closing bid and asked prices as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") On the trading ------ day next preceding such date. In the event that the Company's Common Stock is neither listed on a securities exchange nor quoted by NASDAQ, then the Board shall in good faith determine the fair market value of the Company's Common Stock on such date, with such determination being based upon past arms - length sales by the Company of its equity securities and other factors considered relevant in determining the Company's fair value; provided however, that any individual form of option agreement may provide for alternative means of valuation for the purpose of repurchase as fair market value of shares acquired. 5 5.2 Term of Options. The period or periods within which an option may --------------- be exercised shall be determined by the Board at the time the option is granted, but no stock option shall exceed ten (10) years from the date the option is granted (or five (5) years in the case of any stock option granted to a ten percent (10%) shareholder as described in Section 4.2 hereof). 5.3 Exercisability. Stock options granted under this Plan shall be -------------- exercisable at such future time or times (or may be fully exercisable upon grant), whether or not in installments, as shall be determined by the Board and provided in the form of stock option agreement, subject, however, to the requirement that all options granted under this Plan shall provide a right to exercise that accrues at a rate of at least twenty percent (20%) of the number of shares subject to the option for each year after the date of grant (i.e., at a rate so as to become fully exercisable at the end of five (5) years). Likewise, to the extent that options are immediately exercisable and shares purchased thereunder have vesting schedules such that the Company is entitled to repurchase at original exercise price a portion of the shares so acquired, all such option agreements shall provide for the lapsing of such purchase rights at a rate of at least twenty percent (20%) of the number of shares subject to the option for each year after the date of grant. 5.4 Method of Payment for Common Stock Upon Exercise. Except as ------------------------------------------------ otherwise provided in the applicable stock option agreement (subject to the limitations of this Plan), the exercise price for each share of Common Stock purchased under an option shall be paid in full in cash at the time of purchase (or by check acceptable to the Board). At the discretion of the Board, the stock option agreement may provide for (or the Board may permit) the exercise price to be paid by one or more of the following additional alternative methods: (i) the surrender of shares of the Company's Common Stock, in proper form for transfer, owned by the person exercising the option and having a fair market value on the date of exercise equal to the exercise price, (ii) to the extent permitted under the applicable provisions of the California Corporations Code, the delivery by the person exercising the option of a full recourse promissory note executed by such person, bearing interest at a per annum rate which is not less that the "test rate" as see by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise, or (iii) any combination of cash, shares of Common Stock or promissory notes, so long as the sum of the cash so paid, plus the fair market value of the shares of Common Stock so surrendered and the principal amounts of the promissory notes so delivered, is equal to the aggregate exercise price. Without 6 limiting the generality of the foregoing, the form of option agreement may provide for (or the Board may otherwise permit, in its discretion) that the option be exercised through a "net issue" exercise procedure (cash-less exercise), whereby the optionee may elect to receive shares of the Company's Common Stock having an aggregate fair market value at the date of exercise equal to the net value of the portion of the option so exercised as of the exercise date. For purposes of the foregoing, the net value of any option (or portion thereof) as of such exercise date, shall be equal to the aggregate fair market value of the shares subject to the option (or portion thereof being exercised) less the aggregate exercise price of the option (or portion thereof). In such event the Company shall issue to the optionee a number of shares of the Company's Common Stock having a fair market value as of the date of exercise equal to the net value of the option (or portion thereof being exercised). No share of Common Stock shall be issued under any option until full payment therefor has been made in accordance with the terms of the stock option agreement (and in compliance with the Plan). Any promissory note accepted upon the exercise of an option from a person who is a consultant retained by the Company or any subsidiary shall be adequately secured by collateral other than the shares of the Common Stock acquired upon such exercise, in accordance with Section 409 of the California Corporations Code. Additionally, if permitted by the form of stock option agreement, or at the Board's discretion, any such promissory note may permit the payment of principal and interest accruing thereunder by surrender of shares of the Company's Common Stock, in proper form for transfer, and having a fair market value on the date of payment and surrender equal to the dollar amount to be applied to principal and accrued interest thereunder. 5.5 Non-Assignability. No stock option granted under the Plan shall be ----------------- assignable or transferable by an optionee except by will or the laws of descent and distribution and each stock option granted under the Plan shall be exercisable only by the optionee during his or her lifetime. 5.6 Termination of Employment Provisions Applicable to Stock Options. --------------------------------------------------------------------- Each stock option agreement shall comply with the following provisions relating to early termination of the option based upon termination of thee employee's employment with the Company: 5.6.1 Death. Upon the death of an employee of the Company, any stock ----- option which such employee holds may be exercised, within such period after the date of death as the Board shall prescribe in the stock option agreement but not less than six (6) months nor more than twelve (12) months after 7 death), by the employee's representative or by the person entitled thereto under the employee's will or the laws of intestate succession. If the option is not so exercised in accordance with the foregoing, it shall terminate upon the expiration of such prescribed period. 5.6.2 Disability. Upon the permanent and total disability of an employee of ---------- the Company, any stock option which the employee holds may be exercised by the employee within such period after the date of termination of employment resulting from such disability (six (6) months, except in the case of such disability meeting the requirements of Section 22(e)(3) of the Internal Revenue Code in which case the period shall be extended to not more than twelve (12) months, after termination by reason of disability) as the Board shall prescribe in the stock option agreement. If the option is not so exercised in accordance with the foregoing, it shall terminate upon the expiration of such prescribed period, unless the employee dies prior thereto, in which event the provisions of Section 5.6.1 hereof shall apply. 5.6.3 Retirement. Upon the retirement of an employee of the Company (on or ---------- after the normal retirement age or other date specified in the Company's retirement program, if any, or as established by the Board), any stock option may be exercised by such employee within such period after the date of retirement as the Board shall prescribe in the stock option agreement; provided, however that such period of exercisability shall not be less than thirty (30) days nor more than three (3) months. The stock option shall terminate upon the expiration of such prescribed period (unless the employee dies prior thereto, in which event the provisions of Section 5.6.1 hereof shall apply and the time period for exercise shall be determined as if the employee's date of death had been the date of retirement. 5.6.4 Transfer to Related Corporation. In the event that an employee of the ------------------------------- Company leaves the employ of the Company to become an employee of any parent or subsidiary corporation of the Company, or if the employee leaves the employ of any such parent or subsidiary corporation to become an employee of the Company or of another parent or subsidiary corporation, such employee shall be deemed to continue as an employee of the Company for all purposes of this Plan, and any reference to employment by the Company shall be deemed to refer to employment by any parent or subsidiary of the Company. 5.6.5 Other Severance. In the event an employee of the Company leaves the --------------- employ of the Company for any reason other than as set forth above in this Section 5.6, any incentive stock option which such employee holds must be exercised not later than 8 three (3) months after the date on which the employee's employment terminates (or such shorter period as may be prescribed in the option agreement, the minimum specified period being thirty (30) days). The stock option shall terminate upon the expiration of such prescribed period. 5.6.6 Effect of Termination of Engagement of Non-Employees on -------------------------------------------------------- Non-Qualified Stock Options. The Board, in its discretion, shall provide in - ----------------------------- each non-qualified stock option agreement issued to a consultant or non-employee Director retained by the Company such provisions as the Board deems appropriate with respect to whether, and if so when, the option (or any portion thereof) shall be terminated prior to normal expiration (or otherwise affected) upon any termination of the optionee's engagement as a consultant providing services to the Company. Any reference in this Plan to services of a consultant to the Company shall be deemed (for all purposes of this Plan) to mean and include the existence of a consulting relationship with any parent corporation or subsidiary corporation of the Company. 5.6.7 Overridinq Limitation on Time For Exercise. Notwithstanding any ------------------------------------------ other provisions of this Plan, no stock option may be exercised after the expiration of ten (10) years from the date of grant. 5.7 All options subject to Terms of this Plan. In addition to the ----------------------------------------- provisions contained in any option agreement granted under this Plan, each such stock option agreement shall provide that the same is subject to the terms and conditions of this Plan and each optionee shall be given a copy of this Plan. Further, any terms or conditions contained in any such stock option agreement granted hereunder which are inconsistent in any respect with the provisions of this Plan shall be disregarded and void, or shall be deemed amended to the extent necessary to comply with the provisions of this Plan and the intent of the Board. 5.8 Other Provisions. Option agreements under the Plan shall contain ---------------- such other provisions, including, without limitation: (i) restrictions and conditions upon the exercise of the option, (ii) rights of first refusal in favor of the Company or its assignees) applicable to shares of Common Stock acquired upon exercise of an option which are subsequently proposed to be transferred by the optionee, (iii) Lock-up agreements (applicable in the event of the public offering of the Common Stock of the Company) restricting an optionee from any sales or other transfers of option stock for a designated period of time following the effective date of a registration statement under the Securities Act of 1993, (iv) other restrictions on the transferability or rights to retain shares of the Common Stock 9 received upon the exercise of the option, including repurchase rights at original cost based on a vesting schedule, (v) commitments to pay cash bonuses, make loans or transfer other property to an optionee upon exercise of any option, and (vi) restrictions required by federal and applicable state securities laws, all as the Board shall deem necessary or advisable; provided that no such additional provision shall be inconsistent with any other term or condition of this Plan and no such additional provision shall cause any incentive stock option granted hereunder to fail to qualify as an incentive stock option under Section 422 of the Internal Revenue Code. Without limiting the generality of the foregoing, the Board may provide in the form of stock option agreement that, in lieu of an exercise schedule, the option may immediately be exercisable in full and provide a "vesting scheduled" with respect to the stock so purchased, giving the Company (or its assignees) the right to repurchase the shares of Common Stock at cost (or some other specified amount) to the extent such shares have not become vested upon any termination of the optionee's employment or other engagement with the Company, which vesting may depend upon or be related to the attainment of performance goals or other conditions (such as the passage of stated time periods) pursuant to which the obligation to resell such shares to the Company shall lapse. 6. Securities Law Requirements. The Board shall require any potential optionee, --------------------------- as a condition of the exercise of an option, to represent and establish to the satisfaction of the Board that all shares of Common Stock to be acquired upon the exercise of such option will be acquired for investment and not for resale. No shares of Common Stock shall be issued upon the exercise of any option unless and until: (i) the Company and the optionee have satisfied all applicable requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, (ii) any applicable listing requirement of any stock exchange on which the Company's Common Stock is listed has been satisfied, and (iii) all other applicable provisions of state and federal law have been satisfied. The Board shall cause such legends to be placed on certificates evidencing shares of Common Stock issued upon exercise of an option as, in the opinion of the Company's counsel, may be required by federal and applicable state securities laws. 7. Withholding Taxes. The exercise of any opinion granted under this Plan shall ----------------- be conditioned upon the optionee's payment to the Company of all amounts (in addition to the exercise price) required to meet federal state or local taxes of any kind 10 required by law to be withheld with respect to shares to be issued on exercise of such option. The Board, in its discretion, may declare cash bonuses to an optionee to satisfy any such withholding requirements or may incorporate provisions in the form of stock option agreement (or after grant of the option may permit, in its discretion) allowing an optionee to satisfy any such withholding obligations, in whole or in part, by delivery of shares of the Company's Common Stock already owned (or being purchased under the option) by the optionee and which are not subject to repurchase, forfeiture, vesting or other similar requirements or restrictions. The fair market value of any such shares used to satisfy such withholding obligations shall be determined as of the date the amount of tax to be withheld is to be determined. The Company shall have the right to deduct from payments of any kind otherwise due to the optionee (whether regular salary, commissions, or otherwise) any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of options granted under the Plan. 8. Adjustments Upon Changes in Capitalization or Merger. ---------------------------------------------------- 8.1 Stock Splits and Similar Events. Subject to any required action by the ------------------------------- Company's Board and shareholders, the number of shares of Common Stock covered by outstanding options granted under this Plan and the exercise price thereof shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision or combination of such shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such outstanding shares of Common Stock effected without the receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." 8.2 Mergers and Acquisitions. Subject to any required action by the ------------------------ Company's Board and shareholders, if the Company shall be the surviving corporation in any merger or consolidation, the options granted under this Plan shall pertain and apply to the securities to which a holder of the number of shares subject to the unexercised portion of such options would have been entitled. A dissolution or liquidation of the Company or a sale of all or substantially all its business and assets or a merger or consolidation in which the Company is not the surviving corporation will cause the options granted hereunder to surviving corporation will cause the options granted hereunder to terminate unless the agreement of such sale, merger, consolidation or other accquisition otherwise provides. 11 8.3 Board's Determination Final and Binding Upon Optionees. The ------------------------------------------------------ foregoing determinations and adjustments in this Section 8 relating to stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. The Company shall give notice of any such adjustment or action to each optionee; provided, however, that any such adjustment or action shall be effective and binding for all purposes, whether or not such notice is given or received. 8.4 No Rights Except as Expressly Stated. Except as hereinabove ------------------------------------ expressly provided in this Section 8, no additional rights shall accrue to any optionee by reason of any subdivision or combination of shares of the capital stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or of stock of another corporation, and any issue by the Company of shares of stock of any class or of securities convertible into shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to options granted hereunder. 8.5 No Limitations on Company's Discretion. The grant of options under -------------------------------------- this Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 9. No Additional Employment Related Rights or Benefits. --------------------------------------------------- 9.1 No Special Employment Rights. Nothing contained in this Plan or in ---------------------------- any option granted hereunder shall confer upon any optionee any right with respect to the continuation of his or her employment or other engagement by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment or consulting agreement to the contrary, at any time to terminate such employment or consulting or other relationship or to increase or decrease the compensation of any optionee. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of an optionee's employment or other engagement shall be determined by the Board. 12 9.2 Other Employee Benefits. The amount of any compensation deemed to be ----------------------- received by any employee or consultant as a result of the exercise of an option or the sale of shares received upon such exercise will not constitute compensation with respect to which any other employment (or other engagement) related benefits of such optionee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board or as expressly provided for in the option agreement. The granting of an option shall impose no obligation upon the optionee to exercise such option. 10. Rights as a Stockholder and Access to Information. No optionee and no ------------------------------------------------- person claiming under or through any such optionee shall be, or have any of the rights or privileges of, a shareholder of the Company in respect of any of the shares issuable upon the exercise of any option granted under this Plan, unless and until the option is properly and lawfully exercised and a certificate representing the shares so purchased is duly issued to the optionee or to his or her estate. No adjustment shall be made for dividends or any other rights if the record date relating to such dividend or other right is before the date the optionee became a shareholder (i.e., the date of issue of a stock certificate). ---- It is intended, however, that holders of options granted under this Plan be provided with such information concerning the Company, including, at a minimum, receipt of annual financial statements (consisting of a balance sheet and an income statement), as shall be deemed reasonable and appropriate by the Board of Directors, subject to the advice of legal counsel, so as to enable option holders to make informed decisions concerning the exercise of their option and the purchase of the Company's Common Stock. In that connection, upon written request to the Secretary of the Company, any optionee shall be entitled to inspect, at the executive offices of the Company, the financial information made available to shareholders of the Company pursuant to Sections 1500 et. seq. or -- --- other applicable provisions of the California Corporations Code. The Company shall deliver to each optionee during the period for which her or she has one or more options outstanding, copies of all annual reports and other information which are provided to all shareholders of the Company, except the Company shall not be required to deliver such information to key employees whose duties in connection with the Company assure their access to equivalent information. 13 11. Modification, Extension and Renewal of Options. Subject to the limitations ---------------------------------------------- of this Plan, the Board may modify, extend or renew, or accelerate the exercisability of, outstanding options granted under the Plan. Furthermore, the Board may, subject to the other provisions of this Plan, upon the cancellation of previously granted options having higher per share exercise prices, regrant options at a lower price; provided, however, that no such modification or cancellation and regrant of an option shall, without the written consent of the optionee, alter or impair any rights of the optionee under any option previously granted under the Plan. 12. Use of Proceeds. The proceeds received from the sale of shares of the Common --------------- Stock upon exercise of options granted under the Plan shall be used for general corporate purposes. 13. Reservation of Shares. The Company, during the term this Plan, will at all --------------------- times reserve and keep available such number of shares of its Common Stock as shall be sufficient to satisfy the requirements of the Plan and all options issued hereunder. 14. Term of Plan. ------------ 14.1 Effective Dates. The Plan became effective November 1, 1993, but no --------------- stock option granted under the Plan shall become exercisable unless and until the Plan shall have been approved by the Company's shareholders by the vote of the holders of a majority of the outstanding shares of the Company present and entitled to vote at a duly held meeting of the Company's shareholders (or by consent of the holders of the outstanding shares of the Company entitled to vote) in accordance with the requirements of the Company's Bylaws and the California Corporations Code. If such shareholder approval is not obtained within twelve (12)months after the date of the Board's adoption of the Plan, any incentive stock options previously granted under the Plan shall terminate and no further incentive stock options shall be granted. Subject to the foregoing limitation, options may be granted under the Plan at any time after the effective date and before the date fixed for termination of the Plan. 14.2 Termination. Unless sooner terminated in accordance with Section 15, ----------- the Plan shall terminate upon the earlier of: (i) the close of business on the last business day of the calendar month in which the tenth (10th) anniversary of the date of the Plan's adoption by the 14 Board occurs, or (ii) the date on which all shares available for issuance under the Plan shall have been issued pursuant to options granted under the Plan and none of such shares shall remain subject to contractual repurchase rights of the Company pursuant to "vesting" or other similar provisions. If the date of termination is determined under clause (i) above, then any options outstanding on such date shall continue to have force and effect in accordance with the provisions of the option agreements evidencing such options. 15. Early Termination and Amendment of the Plan. The Board may from time to time ------------------------------------------- suspend or terminate the Plan or revise or amend it; provided, however, that, without the approval of the Company's shareholders (except as to 15.1 below, which also requires the consent of the affected optionees) at a duly held meeting of the Company's shareholders by the vote of a majority of the shares present and entitled to vote (or by written consent of the holders entitled to vote) in compliance with the requirements of the Company's Bylaws and the California Corporations Code, no such action of the Board shall: 15.1 Modifications of Outstanding Options. Without the consent of each ------------------------------------ affected optionee, alter or impair any rights of an optionee under any option previously granted under the Plan; 15.2 Increases in Number of Shares Subject to the Plan. Increase the ------------------------------------------------- aggregate number of shares of the Common Stock which may be issued upon exercise of options granted under the Plan (except for adjustments made pursuant to Section 8 hereof); 15.3 Changes in Eligibility. Change the designation of employees eligible ---------------------- to receive incentive stock options under the Plan; 15.4 Plan Duration. Extend the termination date beyond that provided in ------------- Section 14.2; 15.5 Changes not Approved by Legal Counsel. Otherwise amend or modify the ------------------------------------- Plan (or outstanding options) under circumstances where shareholder approval is considered necessary in the opinion of legal counsel to the Company; or 15.6 Changes to this Section. Amend this Section 15 to defeat its purposes. ----------------------- 15 EX-10.6 10 dex106.txt 1998 STOCK PLAN Exhibit 10.6 IMPAC MEDICAL SYSTEMS, INC. 1998 STOCK PLAN 1. Purposes of the Plan. The purposes of this 1998 Stock Plan are to -------------------- attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: ----------- (a) "Administrator" means the Board or any of its Committees ------------- appointed pursuant to Section 4 of the Plan. (b) "Affiliate" means an entity other than a Subsidiary (as defined --------- below) in which the Company owns an equity interest. (c) "Applicable Laws" means the legal requirements relating to the --------------- administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any Stock Exchange and the applicable laws of any other country or jurisdiction where Options are granted under the Plan. (d) "Board" means the Board of Directors of the Company. ----- (e) "Change in Control" means a sale of all or substantially all of ----------------- the Company's assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation; provided however that a merger, consolidation or other capital reorganization in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction shall not constitute a Change in Control. (f) "Code" means the Internal Revenue Code of 1986, as amended. ---- (g) "Committee" means the Committee appointed by the Board of --------- Directors to administer the Plan in accordance with Section 4 below. (h) "Common Stock" means the Common Stock of the Company. ------------ (i) "Company" means IMPAC Medical Systems, Inc., a California ------- corporation. (j) "Consultant" means any person, including an advisor, who renders ---------- services to the Company, or any Parent, Subsidiary or Affiliate, and is compensated for such services, and any director of the Company whether compensated for such services or not. (k) "Continuous Status as an Employee or Consultant" means the ---------------------------------------------- absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parent(s), Affiliates, Subsidiaries or their respective successors. For purposes of this Plan, a change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Status as an Employee or Consultant. (l) "Director" means a member of the Board. -------- (m) "Employee" means any person, including officers and directors, -------- employed by the Company or any Parent, Subsidiary or Affiliate of the Company, with the status of employment determined based upon such minimum number of hours or periods worked as shall be determined by the Administrator in its discretion, subject to any requirements of the Code. The payment by the Company of a director's fee to a director shall not be sufficient to constitute "employment" of such director by the Company. (n) "Exchange Act" means the Securities Exchange Act of 1934, as ------------ amended. (o) "Fair Market Value" means, as of any date, the fair market value ----------------- of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system including without limitation the National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales ------ price for such stock (or the closing bid, if no sales were reported), as quoted on such system or exchange, or the exchange with the greatest volume of trading in Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock for the last market trading day prior to the time of -2- determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. (p) "Incentive Stock Option" means an Option intended to qualify as ---------------------- an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable written Option Agreement. (q) "Listed Security" means any security of the Company which is --------------- listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. (r) "Nonstatutory Stock Option" means an Option not intended to ------------------------- qualify as an Incentive Stock Option, as designated in the applicable written Option Agreement. (s) "Option" means a stock option granted pursuant to the Plan. ------ (t) "Option Agreement" means a written agreement between an Optionee ---------------- and the Company reflecting the terms of an Option granted under the Plan and includes any documents attached to such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice. (u) "Option Exchange Program" means a program whereby outstanding ----------------------- Options are exchanged for Options with a lower exercise price. (v) "Optioned Stock" means the Common Stock subject to an Option or a -------------- Stock Purchase Right. (w) "Optionee" means an Employee or Consultant who receives an Option -------- or a Stock Purchase Right. (x) "Parent" means a "parent corporation," whether now or hereafter ------ existing, as defined in Section 424(e) of the Code, or any successor provision. (y) "Plan" means this 1998 Stock Plan. ---- (z) "Reporting Person" means an officer, director, or greater than ---------------- 10% shareholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act. (aa) "Restricted Stock" means shares of Common Stock acquired pursuant ---------------- to a grant of a Stock Purchase Right under Section 10 below. -3- (bb) "Restricted Stock Purchase Agreement" means a written agreement ----------------------------------- between a holder of a Stock Purchase Right and the Company reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement. (cc) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, ---------- as the same may be amended from time to time, or any successor provision. (dd) "Share" means a share of the Common Stock, as adjusted in ----- accordance with Section 12 of the Plan. (ee) "Stock Exchange" means any stock exchange or consolidated stock -------------- price reporting system on which prices for the Common Stock are quoted at any given time. (ff) "Stock Purchase Right" means the right to purchase Common Stock -------------------- pursuant to Section 10 below. (gg) "Subsidiary" means a "subsidiary corporation," whether now or ---------- hereafter existing, as defined in Section 424(f) of the Code, or any successor provision. 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of ------------------------- the Plan, the maximum aggregate number of Shares that may be optioned and sold under the Plan is 300,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock that are retained by the Company upon exercise of an Option or Stock Purchase Right in order to satisfy the exercise or purchase price for such Option or Stock Purchase Right or any withholding taxes due with respect to such exercise shall be treated as not issued and shall continue to be available under the Plan. Shares repurchased by the Company pursuant to any repurchase right that the Company may have shall not be available for future grant under the Plan. 4. Administration of the Plan. -------------------------- (a) Initial Plan Procedure. Prior to the date, if any, upon which the ---------------------- Company becomes subject to the Exchange Act, the Plan shall be administered by the Board or a Committee appointed by the Board. (b) Plan Procedure After the Date, if any, Upon Which the Company ------------------------------------------------------------- Becomes Subject to the Exchange Act. - ----------------------------------- (i) Multiple Administrative Bodies. If permitted by Rule 16b-3, ------------------------------ grants under the Plan may be made by different bodies with respect to Directors, non-Director officers and Employees or Consultants who are not Reporting Persons. (ii) Administration With Respect to Reporting Persons. With ------------------------------------------------ respect to grants of Options or Stock Purchase Rights to Employees who are Reporting Persons, -4- such grants shall be made by (A) the Board if the Board may make grants to Reporting Persons under the Plan in compliance with Rule 16b-3, or (B) a Committee designated by the Board to make grants to Reporting Persons under the Plan, which Committee shall be constituted in such a manner as to permit grants under the Plan to comply with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly make grants to Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3. (iii) Administration With Respect to Consultants and Other ---------------------------------------------------- Employees. With respect to grants of Options or Stock Purchase Rights to - --------- Employees or Consultants who are not Reporting Persons, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws. (c) Powers of the Administrator. Subject to the provisions of the --------------------------- Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any Stock Exchange, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(o) of the Plan; (ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights or any combination thereof may from time to time be granted hereunder; (iii) to determine whether and to what extent Options and Stock Purchase Rights or any combination thereof are granted hereunder; (iv) to determine the number of shares of Common Stock to be covered by each such award granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option, -5- Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vii) to determine whether and under what circumstances an Option may be settled in cash under Section 9(g) instead of Common Stock; (viii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; (ix) to determine the terms and restrictions applicable to Stock Purchase Rights and the Restricted Stock purchased by exercising such Stock Purchase Rights; (x) to initiate an Option Exchange Program; (xi) to construe and interpret the terms of the Plan and awards granted under the Plan; and (xii) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs. (d) Effect of Administrator's Decision. All decisions, determinations ---------------------------------- and interpretations of the Administrator shall be final and binding on all holders of Options or Stock Purchase Rights. 5. Eligibility. ----------- (a) Recipients of Grants. Nonstatutory Stock Options and Stock -------------------- Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees; provided however that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if he or she is otherwise eligible, be granted additional Options or Stock Purchase Rights. (b) Type of Option. Each Option shall be designated in the Option -------------- Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option. -6- (c) At-Will Relationship. The Plan shall not confer upon the holder -------------------- of any Option or Stock Purchase Right any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with such holder's right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause. 6. Term of Plan. The Plan shall become effective upon its adoption by the ------------ Board. It shall continue in effect for a term of ten years unless sooner terminated under Section 15 of the Plan. 7. Term of Option. The term of each Option shall be the term stated in -------------- the Option Agreement; provided, however, that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 8. Option Exercise Price and Consideration. --------------------------------------- (a) The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board and set forth in the Option Agreement, but shall be subject to the following: (i) In the case of an Incentive Stock Option that is: (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option that is: (A) granted to a person who, at the time of the grant of such Option, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant. (B) granted to any other eligible person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. -7- (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, (4) cancellation of indebtedness, (5) other Shares that (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender or such other period as may be required to avoid a charge to the Company's earnings, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (6) authorization for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (7) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price and any applicable income or employment taxes, (8) delivery of an irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to take and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (9) any combination of the foregoing methods of payment, or (10) such other consideration and method of payment for the issuance of Shares to the extent permitted under the Applicable Laws. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 9. Exercise of Option. ------------------ (a) Procedure for Exercise; Rights as a Shareholder. Any Option ----------------------------------------------- granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and reflected in the Option Agreement, which may include vesting requirements and/or performance criteria with respect to the Company and/or the Optionee; provided however, that any Option granted prior to the date, if any, upon which the Common Stock becomes a Listed Security shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted. In the event that any of the Shares issued upon exercise of an Option (which exercise occurs prior to the date, if any, upon which the Common Stock becomes a Listed Security) should be subject to a right of repurchase in the Company's favor, such repurchase right shall lapse at the rate of at least 20% per year over five years from the date the Option is granted. Notwithstanding the above, in the case of an Option granted to an officer, Director or Consultant of the Company or any Parent or Subsidiary of the Company, the Option may become fully exercisable, or a repurchase right, if any, in favor of the Company shall lapse, at any time or during any period established by the Administrator. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided however that in the absence of such determination, vesting of Options shall be tolled during any such leave. An Option may not be exercised for a fraction of a Share. -8- An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, not withstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Termination of Employment or Consulting Relationship. Subject ---------------------------------------------------- to Section 9(c) below, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant with the Company, such Optionee may, but only within three months (or such other period of time not less than 30 days as is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option and not exceeding three months) after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. No termination shall be deemed to occur and this Section 9(b) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant. (c) Disability of Optionee. ---------------------- (i) Notwithstanding Section 9(b) above, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of his or her total and permanent disability (within the meaning of Section 22(e)(3) of the Code), such Optionee may, but only within twelve months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. -9- (ii) In the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of a disability which does not fall within the meaning of total and permanent disability (as set forth in Section 22(e)(3) of the Code), such Optionee may, but only within six months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. However, to the extent that such Optionee fails to exercise an Option which is an Incentive Stock Option (within the meaning of Section 422 of the Code) within three months of the date of such termination, the Option will not qualify for Incentive Stock Option treatment under the Code. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within six months from the date of termination, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. (d) Death of Optionee. In the event of the death of an Optionee ----------------- during the period of Continuous Status as an Employee or Consultant since the date of grant of the Option, or within 30 days following termination of the Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within six months following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by such Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or, if earlier, the date of termination of the Optionee's Continuous Status as an Employee or Consultant. To the extent that the Optionee was not entitled to exercise the Option at the date of death or termination, as the case may be, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. (e) Extension of Exercise Period. The Administrator shall have ---------------------------- full power and authority to extend the period of time for which an Option is to remain exercisable following termination of an Optionee's Continuous Status as an Employee or Consultant from the periods set forth in Sections 10(b), 10(c) and 10(d) above or in the Option Agreement to such greater time as the Board shall deem appropriate, provided, that in no event shall such option be exercisable later than the date of expiration of the term of such Option as set forth in the Option Agreement. (f) Rule 16b-3. Options granted to Reporting Persons shall comply ---------- with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption for Plan transactions. (g) Buy-Out Provisions. The Administrator may at any time offer ------------------ to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time such offer is made. -10- 10. Stock Purchase Rights. --------------------- (a) Rights to Purchase. Stock Purchase Rights may be issued ------------------ either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (which price shall not be less than 85% of the Fair Market Value of the Shares as of the date of the offer, or, in the case of a person owning stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the price shall not be less than 100% of the Fair Market Value of the Shares as of the date of the offer), and the time within which such person must accept such offer, which shall in no event exceed 30 days from the date upon which the Administrator made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. (b) Repurchase Option. Unless the Administrator determines ----------------- otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine; provided, however, that with respect to an Optionee who is not an officer, director or Consultant of the Company or of any Parent or Subsidiary of the Company, it shall lapse at a minimum rate of 20% per year. (c) Other Provisions. The Restricted Stock Purchase Agreement ---------------- shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser. (d) Rights as a Shareholder. Once the Stock Purchase Right is ----------------------- exercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 11. Stock Withholding to Satisfy Withholding Tax Obligations. At the -------------------------------------------------------- discretion of the Administrator, Optionees may satisfy withholding obligations as provided in this paragraph. When an Optionee incurs tax liability in connection with an Option or Stock Purchase Right, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation by one or some combination of the following methods: (a) by cash or check payment, (b) out of the Optionee's current compensation, (c) if -11- permitted by the Administrator, in its discretion, by surrendering to the Company Shares that (i) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to or less than the amount required to be withheld, or (d) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, or the Shares to be issued in connection with the Stock Purchase Right, if any, that number of Shares having a Fair Market Value equal to the amount required to be withheld. For this purpose, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). -------- Any surrender by a Reporting Person of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the particular Shares of the Option or Stock Purchase Right as to which the election is made; and (c) all elections shall be subject to the consent or disapproval of the Administrator. In the event the election to have Shares withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 12. Adjustments Upon Changes in Capitalization, Merger or Certain ------------------------------------------------------------- Other Transactions. - ------------------ (a) Changes in Capitalization. Subject to any required action by ------------------------- the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, -12- however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. (b) Dissolution or Liquidation. In the event of the proposed -------------------------- dissolution or liquidation of the Company, the Board shall notify the Optionee at least 15 days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action. (c) Change in Control. In the event of a Change in Control, each ----------------- outstanding Option or Stock Purchase Right shall be assumed or an equivalent option or right shall be substituted by the successor corporation or a Parent or Subsidiary of such successor corporation, unless such successor corporation does not agree to assume the outstanding Options or Stock Purchase Rights or to substitute equivalent options or rights, in which case such Options or Stock Purchase Rights shall terminate upon the consummation of the transaction. For purposes of this Section 12(c), an Option or a Stock Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon such Change in Control, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise of the Option or Stock Purchase Right the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the Option or the Stock Purchase Right at such time (after giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this Section 12); provided however that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the Option to be solely common stock of the successor corporation or its Parent equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. (d) Certain Distributions. In the event of any distribution to --------------------- the Company's shareholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution. 13. Non-Transferability of Options and Stock Purchase Rights. -------------------------------------------------------- Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised or purchased during the lifetime of the Optionee or the holder of Stock Purchase Rights only by -13- the Optionee or holder of Stock Purchase Rights; provided however that, after the date, if any, upon which the Common Stock becomes a Listed Security, the Administrator may in its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements specifying (i) the manner in which such Nonstatutory Stock Options are transferable and (ii) that any such transfer shall be subject to the Applicable Laws. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of the Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13. 14. Time of Granting Options and Stock Purchase Rights. The date of -------------------------------------------------- grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Board; provided, however, that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee's employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 15. Amendment and Termination of the Plan. ------------------------------------- (a) Authority to Amend or Terminate. The Board may at any time ------------------------------- amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made that would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or any other applicable law or regulation, including the requirements of any Stock Exchange), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. (b) Effect of Amendment or Termination. No amendment or ---------------------------------- termination of the Plan shall adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 16. Conditions Upon Issuance of Shares. Shares shall not be issued ---------------------------------- pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Stock Exchange. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. -14- 17. Reservation of Shares. The Company, during the term of this Plan, --------------------- will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 18. Agreements. Options and Stock Purchase Rights shall be evidenced ---------- by written Option Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator shall approve from time to time. 19. Shareholder Approval. Continuance of the Plan shall be subject to -------------------- approval by the shareholders of the Company within twelve months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under applicable state and federal law and the rules of any Stock Exchange upon which the Common Stock is listed. All Options and Stock Purchase Rights issued under the Plan shall become void in the event such approval is not obtained. 20. Information and Documents to Optionees and Purchasers. The Company ----------------------------------------------------- shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. In addition, at the time of issuance of any securities under the Plan, the Company shall provide to the Optionee or the purchaser a copy of the Plan and any agreement(s) pursuant to which securities granted under the Plan are issued. -15- EX-10.7 11 dex107.txt 2002 STOCK PLAN EXHIBIT 10.7 IMPAC MEDICAL SYSTEMS, INC. 2002 STOCK PLAN TABLE OF CONTENTS -----------------

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-iii- IMPAC MEDICAL SYSTEMS, INC. 2002 STOCK PLAN SECTION 1. PURPOSE. The Company's Board of Directors adopted the IMPAC Medical Systems, Inc. 2002 Stock Plan on May 31, 2002 (the "Adoption Date"), subject to the approval of the Company's stockholders. The Plan shall be effective as of the date on which Shares are first made available to the general public pursuant to an initial public offering of the Shares (the "IPO Date"). The purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by offering Key Employees an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, and to encourage such selected persons to continue to provide services to the Company and to attract new individuals with outstanding qualifications. The Plan seeks to achieve this purpose by providing for Awards in the form of Stock Purchase Rights granting Restricted Stock and Options which may be Incentive Stock Options or Nonstatutory Stock Options. The Plan shall be governed by, and construed in accordance with, the laws of the State of California (except its choice-of-law provisions). Capitalized terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or the applicable Stock Option Agreement or Restricted Stock Agreement. SECTION 2. DEFINITIONS. (a) "Affiliate" means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. For purposes of determining an individual's "Service," this definition shall include any entity other than a Subsidiary, if the Company, a Parent and/or one or more Subsidiaries own not less than 50% of such entity. (b) "Award" means any award of an Option or Stock Purchase Right under the Plan. (c) "Board" means the Board of Directors of the Company, as constituted from time to time. (d) "Change In Control" except as may otherwise be provided in a Stock Option Agreement or Restricted Stock Agreement, means the occurrence of any of the following: (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization; (ii) The sale, transfer or other disposition of all or substantially all of the Company's assets; (iii) A change in the composition of the Board, as a result of which fewer that one-half of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the "original directors") or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; (iv) Any transaction as a result of which any person becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 20% of the total voting power represented by the Company's then outstanding voting securities. For purposes of this Paragraph (iii), the term "person" shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude: (A) A trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary of the Company; (B) A corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company; and (C) The Company; or (v) A complete liquidation or dissolution of the Company. (e) "Code" means the Internal Revenue Code of 1986, as amended. (f) "Committee" means a committee consisting of one or more members of the Board that is appointed by the Board (as described in Section 3) to administer the Plan. (g) "Common Stock" means the Company's common stock. (h) "Company" means IMPAC Medical Systems, Inc., a Delaware corporation. (i) "Consultant" means an individual who performs bona fide services to the Company, a Parent, a Subsidiary or an Affiliate other than as an Employee or Director or Non-Employee Director. 2 (j) "Director" means a member of the Board who is also an Employee. (k) "Disability" means that the Key Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. (l) "Employee" means any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (n) "Exercise Price" means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. (o) "Fair Market Value" means the market price of Shares, determined by the Committee as follows: (i) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the last trading price reported by the applicable composite transactions report for such date; (ii) If the Shares were traded over-the-counter on the date in question and were classified as a national market issue, then the Fair Market Value shall be equal to the last trading price quoted by the NASDAQ system for such date; (iii) If the Shares were traded over-the-counter on the date in question but were not classified as a national market issue, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted by the NASDAQ system for such date; and (iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Wall Street Journal. Such determination ------------------- shall be conclusive and binding on all persons. (p) "Grant" means any grant of an Award under the Plan. (q) "Incentive Stock Option" or "ISO" means an incentive stock option described in Code section 422(b). (r) "Key Employee" means an Employee, Director, Non-Employee Director or Consultant who has been selected by the Committee to receive an Award under the Plan. 3 (s) "Non-Employee Director" means a member of the Board who is not an Employee. (t) "Nonstatutory Stock Option" or "NSO" means a stock option that is not an ISO. (u) "Option" means an ISO or NSO granted under the Plan entitling the Optionee to purchase Shares. (v) "Optionee" means an individual, estate or other entity that holds an Option. (w) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in section 424(e) of the Code. (x) "Participant" means an individual or estate or other entity that holds an Award. (y) "Plan" means this IMPAC Medical Systems, Inc. 2002 Stock Plan as it may be amended from time to time. (z) "Restricted Stock" means a Share awarded under the Plan pursuant to a Stock Purchase Right. (aa) "Restricted Stock Agreement" means the agreement described in Section 8 evidencing Restricted Stock that may be purchased following the Award of a Stock Purchase Right. (bb) "Securities Act" means the Securities Act of 1933, as amended. (cc) "Service" means service as an Employee, Director, Non-Employee Director or Consultant. (dd) "Share" means one share of Common Stock. (ee) "Stock Option Agreement" means the agreement described in Section 6 evidencing each Grant of an Option. (ff) "Stock Purchase Right" means the right to acquire Restricted Stock pursuant to Section 8. (gg) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in section 424(f) of the Code. (hh) "10-Percent Shareholder" means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its subsidiaries. In determining stock ownership, the attribution rules of section 424(d) of the Code shall be applied. 4 SECTION 3. ADMINISTRATION. (a) Committee Composition. A Committee appointed by the Board shall administer the Plan. The Board shall designate one of the members of the Committee as chairperson. If no Committee has been approved, the entire Board shall constitute the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee. With respect to officers or directors subject to section 16 of the Exchange Act, the Committee shall consist of those individuals who shall satisfy the requirements of Rule 16b-3 (or its successor) under the Exchange Act with respect to Awards granted to persons who are officers or directors of the Company under Section 16 of the Exchange Act. Notwithstanding the previous sentence, failure of the Committee to satisfy the requirements of Rule 16b-3 shall not invalidate any Awards granted by such Committee. The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not qualify under Rule 16b-3, who may administer the Plan with respect to Key Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Key Employees and may determine all terms of such Awards. Notwithstanding the foregoing, the Board shall constitute the Committee and shall administer the Plan with respect to all Awards granted to Non-Employee Directors. (b) Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include: (i) selecting Key Employees who are to receive Awards under the Plan; (ii) determining the type, number, vesting requirements and other features and conditions of such Awards; (iii) interpreting the Plan; and (iv) making all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. (c) Indemnification. Each member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Stock Option Agreement or Restricted Stock Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, 5 with the Company's approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. SECTION 4. ELIGIBILITY. (a) General Rules. Only Employees, Directors, Non-Employee Directors and Consultants shall be eligible for designation as Key Employees by the Committee. (b) Incentive Stock Options. Only Key Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, a Key Employee who is a 10-Percent Shareholder shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(5) of the Code are satisfied. (c) Non-Employee Director Options. Non-Employee Directors shall also be eligible to receive Options as described in this Section 4(c) from and after the date the Board has determined to implement this provision. (i) (A) Each eligible Non-Employee Director elected or appointed after the effective date of the Company's initial public offering shall automatically be granted an NSO to purchase 25,000 Shares (subject to adjustment under Section 9) as a result of his or her initial election or appointment as a Non-Employee Director. All NSOs granted pursuant to this Section 4(c)(i)(A) shall vest and become exercisable provided the individual is serving as a director of the Company as of the vesting date as follows: 25% one year from the date of grant, then in 36 equal monthly installments commencing on the date one month and one year after the date of grant. (B) Upon the conclusion of each regular annual meeting of the Company's stockholders following his or her initial appointment, each eligible Non-Employee Director who will continue serving as a member of the Board thereafter shall receive an NSO to purchase 5,000 Shares (subject to adjustment under Section 9). All NSOs granted pursuant to this Section 4(c)(i)(B) shall be 100% vested and exercisable upon grant. (ii) All NSOs granted to Non-Employee Directors under this Section 4(c) shall become exercisable in full in the event of Change in Control with respect to the Company. (iii) The Exercise Price under all NSOs granted to a Non-Employee Director under this Section 4(c) shall be equal to one hundred percent (100%) of the Fair Market Value of a Share of Common Stock on the date of grant, payable in one of the forms described in Section 7. 6 (iv) All NSOs granted to a Non-Employee Director under this Section 4(c) shall terminate on the earlier of: (A) The 10th anniversary of the date of grant; or (B) The date ninety (90) days after the termination of such Non-Employee Director's Service for any reason. SECTION 5. SHARES SUBJECT TO PLAN. (a) Basic Limitation. The stock issuable under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares reserved for Awards under the Plan shall not exceed 2,500,000 Shares plus the number of Shares available for grant under the Company's 1993 Stock Option Plan and the Company's 1998 Stock Plan as of the IPO Date. (b) Annual Addition. Beginning with the first fiscal year of the Company beginning after the Effective Date, on the first day of each fiscal year, Shares will be added to the Plan equal to the least of (i) three percent (3%) of the outstanding shares in the last day of the prior fiscal year, or (ii) such lesser number of Shares as may be determined by the Board in its sole discretion. (c) Additional Shares. If Awards (including awards previously issued under the Company's 1993 Stock Option Plan and the 1998 Stock Plan) are forfeited or terminate for any other reason before being exercised, then the Shares underlying such Awards shall again become available for Awards under the Plan. (d) Limits on Options. No Key Employee shall receive Options to purchase Shares during any fiscal year covering in excess of 1,000,000 Shares. Notwithstanding the foregoing limitation, a Key Employee may receive Options to purchase up to 1,500,000 Shares in the first year of a Key Employee's employment with Company. (e) Limits on Stock Purchase Rights. No Key Employee shall receive an Award of Stock Purchase Rights during any fiscal year covering in excess of 500,000 Shares. Notwithstanding the foregoing limitation, a Key Employee may receive an Award of up to 1,000,000 Shares in the first year of a Key Employee's employment with Company. SECTION 6. TERMS AND CONDITIONS OF OPTIONS. (a) Stock Option Agreement. Each Grant under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. A Stock Option Agreement may provide that new Options will be granted automatically to 7 the Optionee when he or she exercises the prior Options. The Stock Option Agreement shall also specify whether the Option is an ISO or an NSO. (b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. (c) Exercise Price. An Option's Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value (110% for 10-Percent Shareholders) of a Share on the date of Grant. In the case of an NSO, a Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the NSO is outstanding. (d) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed ten (10) years from the date of Grant. An ISO that is granted to a 10-Percent Shareholder shall have a maximum term of five (5) years. No Option can be exercised after the expiration date provided in the applicable Stock Option Agreement. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee's death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee's service. A Stock Option Agreement may permit an Optionee to exercise an Option before it is vested, subject to the Company's right of repurchase over any Shares acquired under the unvested portion of the Option (an "early exercise"), which right of repurchase shall lapse at the same rate the Option would have vested had there been no early exercise. In no event shall the Company be required to issue fractional Shares upon the exercise of an Option. (e) Modifications or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. (f) Transferability of Options. Except as otherwise provided in the applicable Stock Option Agreement and then only to the extent permitted by applicable law, no Option shall be transferable by the Optionee other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Stock Option Agreement, an Option may be exercised during the lifetime of the Optionee only or by the guardian or legal representative of the Optionee. No Option or interest therein may be assigned, pledged or hypothecated by the Optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process. 8 (g) Restrictions on Transfer. Any Shares issued upon exercise of an Option shall be subject to such rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law. SECTION 7. PAYMENT FOR OPTION SHARES. (a) General Rule. The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash at the time when such Shares are purchased, except as follows: (i) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Section 7. (ii) In the case of an NSO granted under the Plan, the Committee may in its discretion, at any time accept payment in any form(s) described in this Section 7. (b) Surrender of Stock. To the extent that this Section 7(b) is applicable, payment for all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee for such duration as shall be specified by the Committee. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. (c) Promissory Note. To the extent that this Section 7(c) is applicable, payment for all or any part of the Exercise Price may be made with a promissory note. (d) Other Forms of Payment. To the extent that this Section 7(d) is applicable, payment may be made in any other form that is consistent with applicable laws, regulations and rules. SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF STOCK PURCHASE RIGHTS. (a) Time, Amount and Form of Awards. Awards under this Section 8 may be granted in the form of Stock Purchase Rights pursuant to which Restricted Stock will be awarded to a Key Employee. Such Rights may also be awarded in combination with NSOs, and such an Award may provide that the Restricted Stock will be forfeited in the event that the related NSOs are exercised. (b) Agreements. Each Award of a Stock Purchase Right under the Plan shall be evidenced by a Restricted Stock Agreement between the Participant and the Company. Such Awards shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and 9 that the Committee deems appropriate for inclusion in the applicable Agreement. The provisions of the various Agreements entered into under the Plan need not be identical. (c) Payment for Restricted Stock. Restricted Stock may be issued pursuant to the Award of a Stock Purchase Right with or without cash consideration under the Plan. (d) Vesting Conditions. Each Award of Restricted Stock shall become vested, in full or in installments, upon satisfaction of the conditions specified in the applicable Agreement. An Agreement may provide for accelerated vesting in the event of the Participant's death, Disability or retirement or other events. (e) Assignment or Transfer of Restricted Stock. Except as provided in Section 13, or in a Restricted Stock Agreement, or as required by applicable law, an Award granted under this Section 8 shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor's process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 8(e) shall be void. However, this Section 8(e) shall not preclude a Participant from designating a beneficiary who will receive any outstanding Restricted Stock in the event of the Participant's death, nor shall it preclude a transfer of Restricted Stock by will or by the laws of descent and distribution. (f) Trusts. Neither this Section 8 nor any other provision of the Plan shall preclude a Participant from transferring or assigning Restricted Stock to (i) the trustee of a trust that is revocable by such Participant alone, both at the time of the transfer or assignment and at all times thereafter prior to such Participant's death, or (ii) the trustee of any other trust to the extent approved in advance by the Committee in writing. A transfer or assignment of Restricted Stock from such trustee to any person other than such Participant shall be permitted only to the extent approved in advance by the Committee in writing, and Restricted Stock held by such trustee shall be subject to all of the conditions and restrictions set forth in the Plan and in the applicable Restricted Stock Agreement, as if such trustee were a party to such Agreement. (g) Voting and Dividend Rights. The holders of Restricted Stock acquired pursuant to a Stock Purchase Right awarded under the Plan shall have the same voting, dividend and other rights as the Company's other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Stock invest any cash dividends received in additional Restricted Stock. Such additional Restricted Stock shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. Such additional Restricted Stock shall not reduce the number of Shares available under Section 5. SECTION 9. PROTECTION AGAINST DILUTION. (a) Adjustments. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) 10 into a lesser number of Shares, a recapitalization, reorganization, merger, liquidation, spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its reasonable discretion, deems appropriate in order to prevent the dilution or enlargement of rights hereunder in one or more of: (i) the number of Shares available for future Awards under Section 5(a); the annual amount of increase under Section 5(b)(i); the per person Share limits under Sections 5(d) and (e); and the number of Shares subject to automatic Grants under Section 4(c); (ii) the number of Shares covered by each outstanding Award; or (iii) the Exercise Price under each outstanding Option. Notwithstanding anything in this Plan to the contrary, no adjustment shall be made with respect to any stock split occurring prior to the IPO Date. (b) Participant Rights. Except as provided in this Section 9, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. SECTION 10. EFFECT OF A CHANGE IN CONTROL. (a) Merger or Reorganization. In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of outstanding Awards by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for accelerated vesting or for their cancellation with or without consideration. (b) Acceleration. The Committee may determine, at the time of granting an Award or thereafter, that such Award shall become fully exercisable as to all Shares subject to such Award in the event that a Change in Control occurs with respect to the Company. SECTION 11. LIMITATIONS ON RIGHTS. (a) Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an employee, consultant or director of the Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates reserve the right to terminate the Service of any person at any time, and for any reason, subject to applicable laws, the Company's Certificate of Incorporation and Bylaws and a written employment agreement (if any). 11 (b) Stockholders' Rights. A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Shares covered by his or her Award prior to the issuance of a stock certificate for such Shares. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such certificate is issued, except as expressly provided in Section 9. (c) Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. SECTION 12. WITHHOLDING TAXES. (a) General. A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. (b) Share Withholding. If a public market for the Company's Shares exists, the Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may the Company allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission. SECTION 13. DURATION AND AMENDMENTS. (a) Term of the Plan. The Plan, as set forth herein, shall become effective on the IPO Date, subject to the approval of the Company's stockholders. No Options shall be exercisable until such stockholder approval is obtained. In the event that the stockholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any Awards made shall be null and void and no additional Awards shall be made. The Plan shall terminate on the date that is ten (10) years after its Adoption Date and may be terminated on any earlier date pursuant to Section 13(b). (b) Right to Amend or Terminate the Plan. The Board may amend or terminate the Plan at any time and for any reason. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. No Awards shall 12 be granted under the Plan after the Plan's termination. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules. SECTION 14. EXECUTION. To record the adoption of the Plan by the Board, the Company has caused its duly authorized officer to execute this Plan on behalf of the Company. IMPAC Medical Systems, Inc. By ______________________________________ Title ___________________________________ 13 EX-10.8 12 dex108.txt 2002 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 10.8 IMPAC MEDICAL SYSTEMS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

-II- IMPAC MEDICAL SYSTEMS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE IMPAC Medical Systems, Inc. hereby establishes the IMPAC Medical Systems, Inc. 2002 Employee Stock Purchase Plan, effective as of the Initial Public Offering Date, in order to provide eligible employees with the opportunity to purchase Common Stock through payroll deductions. The Plan is intended to qualify as an employee stock purchase plan under section 423(b) of the Code. SECTION 2. DEFINITIONS (a) "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. (b) "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. (d) "Committee" shall mean the committee appointed by the Board to administer the Plan. Any member of the Committee may resign at any time by notice in writing mailed or delivered to the Secretary of the Company. As of the effective date of the Plan, the Plan shall be administered by the Compensation Committee of the Board. (e) "Common Stock" means the common stock of the Company. (f) "Company" means IMPAC Medical Systems, Inc., a Delaware corporation. (g) "Compensation" means a Participant's regular wages. The Committee, in its discretion, may (on a uniform and nondiscriminatory basis) establish a different definition of Compensation prior to an Enrollment Date for all options to be granted on such Enrollment Date. (h) "Eligible Employee" means every Employee of an Employer, except (i) any Employee who immediately after the grant of an option under the Plan, would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary or Parent of the Company (including stock attributed to such Employee pursuant to section 424(d) of the Code), or (ii) as provided in the following sentence. The Committee, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) that an Employee shall not be an Eligible Employee if he or she: (A) has not completed at least two years of service since his or her last hire date (or such lesser period of time as may be determined by the Committee in its discretion), (B) customarily works not more than 20 hours per week (or such lesser period of time as may be determined by the Committee in its discretion), or (C) customarily works not more than 5 months per calendar year (or such lesser period of time as may be determined by the Committee in its discretion). (i) "Employee" means an individual who is a common-law employee of any Employer, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. (j) "Employer" or "Employers" means any one or all of the Company, and those Subsidiaries or Parent which, with the consent of the Board, have adopted the Plan. (k) "Enrollment Date" means such dates as may be determined by the Committee (in its discretion and on a uniform and nondiscriminatory basis) from time to time. (l) "Grant Date" means any date on which a Participant is granted an option under the Plan. (m) "Initial Public Offering Date" means the date of the final prospectus for the initial public offering of the Common Stock. (n) "Parent" means a "parent corporation" whether now or hereafter existing, as defined in section 424(e) of the Code. (o) "Participant" means an Eligible Employee who (i) has become a Participant in the Plan pursuant to Section 4(a) and (ii) has not ceased to be a Participant pursuant to Section 8 or Section 9. (p) "Plan" means the IMPAC Medical Systems, Inc. 2002 Employee Stock Purchase Plan, as set forth in this instrument and as hereafter amended from time to time. (q) "Purchase Date" means such dates as may be determined by the Committee (in its discretion and on a uniform and nondiscriminatory basis) from time to time prior to an Enrollment Date for all options to be granted on such Enrollment Date. (r) "Subsidiary" means a "subsidiary corporation" whether now or hereafter existing, as defined in section 424(f) of the Code. SECTION 3. SHARES SUBJECT TO THE PLAN (a) Number Available. A maximum of 750,000 shares of Common Stock shall ---------------- be available for issuance pursuant to the Plan. Beginning with the first fiscal year of the Company beginning after the effective date of the Plan, on the first day of each fiscal 2 year of the Company, Shares will be added to the Plan equal to the lesser of (i) 3% of the outstanding Shares on the last day of the prior fiscal year, or (ii) such lesser amount as determined by the Board. Shares sold under the Plan may be newly issued shares or treasury shares. (b) Adjustments. In the event of any reorganization, recapitalization, ----------- stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, offering of rights or other similar change in the capital structure of the Company, the Board may make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the shares available for purchase under the Plan and in the maximum number of shares subject to any option under the Plan. Notwithstanding the foregoing, no adjustment shall be made with respect to any stock split occurring prior to the Initial Public Offering Date. SECTION 4. ENROLLMENT (a) Participation. Each Eligible Employee may elect to become a ------------- Participant by enrolling or re-enrolling in the Plan effective as of any Enrollment Date. In order to enroll, an Eligible Employee must complete, sign and submit to the Company an enrollment form in such form, manner and by such deadline as may be specified by the Committee from time to time (in its discretion and on a nondiscriminatory basis). Any Participant whose option expires and who has not withdrawn from the Plan automatically will be re-enrolled in the Plan on the Enrollment Date immediately following the Purchase Date on which his or her option expires. Any Participant whose option has not expired and who has not withdrawn from the Plan automatically will be deemed to be un-enrolled from the Participant's current option and be enrolled as of a subsequent Enrollment Date if the price per Share on such subsequent Enrollment Date is lower than the price per Share on the Enrollment Date relating to the Participant's current option. (b) Payroll Withholding. On his or her enrollment form, each ------------------- Participant must elect to make Plan contributions via payroll withholding from his or her Compensation. Pursuant to such procedures as the Committee may specify from time to time, a Participant may elect to have withholding equal to a whole percentage from 1% to 10% (or such lesser, or greater, percentage that the Committee may establish from time to time for all options to be granted on any Enrollment Date). A Participant may elect to increase or decrease his or her rate of payroll withholding by submitting a new enrollment form in accordance with such procedures (including, but not limited to, limitations on the frequency of such changes) as may be established by the Committee from time to time. A Participant may stop his or her payroll withholding by submitting a new enrollment form in accordance with such procedures as may be established by the Committee from time to time. In order to be effective as of a specific date, an enrollment form must be received by the Company no later than the deadline specified by the Committee, in its discretion and on a nondiscriminatory basis, from time to time. Any Participant who is automatically re-enrolled in the Plan will be deemed to have elected to continue his or her contributions at the percentage last elected by the Participant. 3 SECTION 5. OPTIONS TO PURCHASE COMMON STOCK (a) Grant of Option. On each Enrollment Date on which the Participant --------------- enrolls or re-enrolls in the Plan, he or she shall be granted an option to purchase shares of Common Stock. (b) Duration of Option. Each option granted under the Plan shall expire ------------------ upon the conclusion of the option's offering period which will end on the earliest to occur of (i) the completion of the purchase of shares on the last Purchase Date occurring within 27 months of the Grant Date of such option, (ii) such shorter option period as may be established by the Committee from time to time prior to an Enrollment Date for all options to be granted on such Enrollment Date, or (iii) the date on which the Participant ceases to be such for any reason. Until otherwise determined by the Committee for all options to be granted on an Enrollment Date, the period referred to in clause (ii) in the preceding sentence shall mean the period from the applicable Enrollment Date through the last business day prior to the immediately following Enrollment Date. (c) Number of Shares Subject to Option. The number of shares available ---------------------------------- for purchase by each Participant under the option will be established by the Committee from time to time prior to an Enrollment Date for all options to be granted on such Enrollment Date. (d) Other Terms and Conditions. Each option shall be subject to the -------------------------- following additional terms and conditions: (1) payment for shares purchased under the option shall be made only through payroll withholding under Section 4(b); (2) purchase of shares upon exercise of the option will be accomplished only in accordance with Section 6(b); (3) the price per share under the option will be determined as provided in Section 6(a); and (4) the option in all respects shall be subject to such other terms and conditions (applied on a uniform and nondiscriminatory basis), as the Committee shall determine from time to time in its discretion. SECTION 6. PURCHASE OF SHARES (a) Exercise of Option. Subject to Section 6(b), on each Purchase Date, ------------------ the funds then credited to each Participant's account shall be used to purchase whole shares of Common Stock. Any cash remaining after whole shares of Common Stock have been purchased shall be carried forward in the Participant's account for the purchase of shares on the next Purchase Date. The price per Share of the Shares purchased under any option granted under the Plan shall be eighty-five percent (85%) of the lower of: 4 (i) the closing price per Share on the NASDAQ National Market on the business day preceding the Grant Date for such option; or (ii) the closing price per Share on the NASDAQ National Market on the Purchase Date; provided, however, that with respect to any Grant Date under the Plan that coincides with the Initial Public Offering Date, the price in clause (i) above shall be the price per Share at which shares of Common Stock are initially offered for sale to the public by the Company's underwriters in such offering. (b) Delivery of Shares. As directed by the Committee in its sole ------------------ discretion, shares purchased on any Purchase Date shall be delivered directly to the Participant or to a custodian or broker (if any) designated by the Committee to hold shares for the benefit of the Participants. As determined by the Committee from time to time, such shares shall be delivered as physical certificates or by means of a book entry system. (c) Exhaustion of Shares. If at any time the shares available under the -------------------- Plan are over-enrolled, enrollments shall be reduced proportionately to eliminate the over-enrollment. Such reduction method shall be "bottom up," with the result that all option exercises for one share shall be satisfied first, followed by all exercises for two shares, and so on, until all available shares have been exhausted. Any funds that, due to over-enrollment, cannot be applied to the purchase of whole shares shall be refunded to the Participants (without interest thereon). SECTION 7. WITHDRAWAL A Participant may withdraw from the Plan by submitting a completed enrollment form to the Company. A withdrawal will be effective only if it is received by the Company by the deadline specified by the Committee (in its discretion and on a uniform and nondiscriminatory basis) from time to time. When a withdrawal becomes effective, the Participant's payroll contributions shall cease and all amounts then credited to the Participant's account shall be distributed to him or her (without interest thereon). SECTION 8. CESSATION OF PARTICIPATION A Participant shall cease to be a Participant immediately upon the cessation of his or her status as an Eligible Employee (for example, because of his or her termination of employment from all Employers for any reason). As soon as practicable after such cessation, the Participant's payroll contributions shall cease and all amounts then credited to the Participant's account shall be distributed to him or her (without interest thereon). If a Participant is on a Company-approved leave of absence, his or her participation in the Plan shall continue for so long as he or she remains an Eligible Employee and has not withdrawn from the Plan pursuant to Section 7. 5 SECTION 9. DESIGNATION OF BENEFICIARY (a) Designation. Each Participant may, pursuant to such uniform and ----------- nondiscriminatory procedures as the Committee may specify from time to time, designate one or more Beneficiaries to receive any amounts credited to the Participant's account at the time of his or her death. Notwithstanding any contrary provision of this Section 9, Sections 9(a) and 9(b) shall be operative only after (and for so long as) the Committee determines (on a uniform and nondiscriminatory basis) to permit the designation of Beneficiaries. (b) Changes. A Participant may designate different Beneficiaries (or may ------- revoke a prior Beneficiary designation) at any time by delivering a new designation (or revocation of a prior designation) in like manner. Any designation or revocation shall be effective only if it is received by the Committee. However, when so received, the designation or revocation shall be effective as of the date the designation or revocation is executed (whether or not the Participant still is living), but without prejudice to the Committee on account of any payment made before the change is recorded. The last effective designation received by the Committee shall supersede all prior designations. (c) Failed Designations. If a Participant dies without having ------------------- effectively designated a Beneficiary, or if no Beneficiary survives the Participant, the Participant's Account shall be payable to his or her estate. SECTION 10. ADMINISTRATION (a) Plan Administrator. The Plan shall be administered by the Committee. ------------------ The Committee shall have the authority to control and manage the operation and administration of the Plan. (b) Actions by Committee. Each decision of a majority of the members of -------------------- the Committee then in office shall constitute the final and binding act of the Committee. The Committee may act with or without a meeting being called or held and shall keep minutes of all meetings held and a record of all actions taken by written consent. (c) Powers of Committee. The Committee shall have all powers and ------------------- discretion necessary or appropriate to supervise the administration of the Plan and to control its operation in accordance with its terms, including, but not by way of limitation, the following discretionary powers: (i) To interpret and determine the meaning and validity of the provisions of the Plan and the options and to determine any question arising under, or in connection with, the administration, operation or validity of the Plan or the options; (ii) To determine any and all considerations affecting the eligibility of any employee to become a Participant or to remain a Participant in the Plan; 6 (iii) To cause an account or accounts to be maintained for each Participant; (iv) To determine the time or times when, and the number of shares for which, options shall be granted; (v) To establish and revise an accounting method or formula for the Plan; (vi) To designate a custodian or broker to receive shares purchased under the Plan and to determine the manner and form in which shares are to be delivered to the designated custodian or broker; (vii) To determine the status and rights of Participants and their Beneficiaries or estates; (viii) To employ such brokers, counsel, agents and advisers, and to obtain such broker, legal, clerical and other services, as it may deem necessary or appropriate in carrying out the provisions of the Plan; (ix) To establish, from time to time, rules for the performance of its powers and duties and for the administration of the Plan; (x) To adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside of the United States; (xi) To delegate to any one or more of its members or to any other person, severally or jointly, the authority to perform for and on behalf of the Committee one or more of the functions of the Committee under the Plan. (d) Decisions of Committee. All actions, interpretations, and decisions ---------------------- of the Committee shall be conclusive and binding on all persons, and shall be given the maximum possible deference allowed by law. (e) Administrative Expenses. All expenses incurred in the administration ----------------------- of the Plan by the Committee, or otherwise, including legal fees and expenses, shall be paid and borne by the Employers, except any stamp duties or transfer taxes applicable to the purchase of shares may be charged to the account of each Participant. Any brokerage fees for the purchase of shares by a Participant shall be paid by the Company, but fees and taxes (including brokerage fees) for the transfer, sale or resale of shares by a Participant, or the issuance of physical share certificates, shall be borne solely by the Participant. (f) Eligibility to Participate. No member of the Committee who is also -------------------------- an employee of an Employer shall be excluded from participating in the Plan if otherwise eligible, but he or she shall not be entitled, as a member of the Committee, to act or pass upon any matters pertaining specifically to his or her own account under the Plan. 7 (g) Indemnification. Each of the Employers shall, and hereby does, --------------- indemnify and hold harmless the members of the Committee and the Board, from and against any and all losses, claims, damages or liabilities (including attorneys' fees and amounts paid, with the approval of the Board, in settlement of any claim) arising out of or resulting from the implementation of a duty, act or decision with respect to the Plan, so long as such duty, act or decision does not involve gross negligence or willful misconduct on the part of any such individual. SECTION 11. AMENDMENT, TERMINATION, AND DURATION (a) Amendment, Suspension, or Termination. The Board, in its sole ------------------------------------- discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Board, in its discretion, may elect to terminate all outstanding options either immediately or upon completion of the purchase of shares on the next Purchase Date, or may elect to permit options to expire in accordance with their terms (and participation to continue through such expiration dates). If the options are terminated prior to expiration, all amounts then credited to Participants' accounts which have not been used to purchase shares shall be returned to the Participants (without interest thereon) as soon as administratively practicable. (b) Duration of the Plan. The Plan shall commence on the date specified -------------------- herein, and subject to Section 11(a) (regarding the Board's right to amend or terminate the Plan), shall remain until December 31, 2012. SECTION 12. GENERAL PROVISIONS (a) Participation by Subsidiaries. One or more Subsidiaries of the Company ----------------------------- may become participating Employers by adopting the Plan and obtaining approval for such adoption from the Board. By adopting the Plan, a Subsidiary shall be deemed to agree to all of its terms, including (but not limited to) the provisions granting exclusive authority (i) to the Board to amend the Plan, and (ii) to the Committee to administer and interpret the Plan. An Employer may terminate its participation in the Plan at any time. The liabilities incurred under the Plan to the Participants employed by each Employer shall be solely the liabilities of that Employer, and no other Employer shall be liable for benefits accrued by a Participant during any period when he or she was not employed by such Employer. (b) Inalienability. In no event may either a Participant, a former -------------- Participant or his or her Beneficiary, spouse or estate sell, transfer, anticipate, assign, hypothecate, or otherwise dispose of any right or interest under the Plan; and such rights and interests shall not at any time be subject to the claims of creditors nor be liable to attachment, execution or other legal process. Accordingly, for example, a Participant's interest in the Plan is not transferable pursuant to a domestic relations order. (c) Severability. In the event any provision of the Plan shall be held ------------ illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, 8 and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. (d) Requirements of Law. The granting of options and the issuance of ------------------- shares shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or securities exchanges as the Committee may determine are necessary or appropriate. (e) Compliance with Rule 16b-3. Any transactions under this Plan with -------------------------- respect to officers (as defined in Rule 16a-1 promulgated under the 1934 Act) are intended to comply with all applicable conditions of Rule 16b-3. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. Notwithstanding any contrary provision of the Plan, if the Committee specifically determines that compliance with Rule 16b-3 no longer is required, all references in the Plan to Rule 16b-3 shall be null and void. (f) No Enlargement of Employment Rights. Neither the establishment or ----------------------------------- maintenance of the Plan, the granting of options, the purchase of shares, nor any action of any Employer or the Committee, shall be held or construed to confer upon any individual any right to be continued as an employee of the Employer nor, upon dismissal, any right or interest in any specific assets of the Employers other than as provided in the Plan. Each Employer expressly reserves the right to discharge any employee at any time, with or without cause. (g) Apportionment of Costs and Duties. All acts required of the Employers --------------------------------- under the Plan may be performed by the Company for itself and its Subsidiaries, and the costs of the Plan may be equitably apportioned by the Committee among the Company and the other Employers. Whenever an Employer is permitted or required under the terms of the Plan to do or perform any act, matter or thing, it shall be done and performed by any officer or employee of the Employers who is thereunto duly authorized by the Employers. (h) Construction and Applicable Law. The Plan is intended to qualify as ------------------------------- an "employee stock purchase plan" within the meaning of section 423(b) of the Code. Any provision of the Plan which is inconsistent with section 423(b) of the Code shall, without further act or amendment by the Company or the Committee, be reformed to comply with the requirements of section 423(b) of the Code. The provisions of the Plan shall be construed, administered and enforced in accordance with such Section and with the laws of the State of California (excluding California's conflict of laws provisions). (i) Captions. The captions contained in and the table of contents prefixed -------- to the Plan are inserted only as a matter of convenience, and in no way define, limit, enlarge or describe the scope or intent of the Plan nor in any way shall affect the construction of any provision of the Plan. 9 SECTION 13. EXECUTION. To record the adoption of the Plan by the Board, the Company has caused its duly authorized officer to execute this Plan on behalf of the Company. IMPAC Medical Systems, Inc. By _________________________________ Title ______________________________ 10 EX-10.9 13 dex109.txt FORM OF INCENTIVE STOCK OPTION AGREEMENT EXHIBIT 10.9 GRANT NO. _______ IMPAC MEDICAL SYSTEMS, INC. 2002 STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT IMPAC Medical Systems, Inc. (the "Company"), hereby grants an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company's 2002 Stock Plan (the "Plan"). Date of Option Grant: __________________, 200__ Name of Optionee: _________________________________________________ Number of Shares Covered by Option: ______________ Exercise Price per Share: $_____.___ Total Exercise Price: $_____.___ Vesting Start Date: _____________, 200__ Vesting Schedule: Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to one-fourth (1/4) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares which you may purchase under this Option shall vest at the rate of one-forty-eighth (1/48) per month on the 1st day of each of the thirty-six (36) months following the month of the one-year anniversary of the Vesting Start Date. The resulting aggregate number of vested Shares will be rounded to the nearest whole number. No additional Shares will vest after your Service has terminated for any reason. By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed. Optionee: ________________________________________________ (Signature) Company: ________________________________________________ (Signature) Title: _________________________________________ Attachment - ---------- IMPACT MEDICAL SYSTEMS, INC. 2002 STOCK PLAN INCENTIVE STOCK OPTION AGREEMENT The Plan and The text of the Plan is incorporated in this Other Agreements Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. Incentive Stock Option This Option is intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly. If you cease to be an employee of the Company, a Subsidiary or of a Parent but continue to provide Service, this Option will be deemed a Nonstatutory Stock Option on the 90th day after you cease to be an employee. In addition, to the extent that all or part of this Option exceeds the $100,000 rule of section 422(d) of the Code, this Option or the lesser excess part will be treated as a Nonstatutory Stock Option. Vesting This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet. Term Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below. Regular Termination If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date. Termination for Cause If your Service is terminated for Cause, as determined by the Board in its Cause sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, "Cause" shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use 2 or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any other intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company's or any Parent's, Subsidiary's or Affiliate's right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute "cause" for purposes other than this Agreement. Death If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option. Disability If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date. Leaves of Absence For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Notice of Exercise When you wish to exercise this Option, you must notify the Company by filing the proper "Notice of Exercise" form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, 3 that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms: . Cash, your personal check, a cashier's check, a money order or an electronic funds transfer. . Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. . To the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option. Restrictions on Exercise and By signing this Agreement, you agree not to Resale exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of 4 any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. Transfer of Option Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in your Option in any other way. Retention Rights Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your Option's Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. 5 Legends All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends (or such other legend(s) as may be necessary to comply with applicable state or federal securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE." "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. 6 EX-10.10 14 dex1010.txt FORM OF NONSTATUTORY STOCK OPTION AGREEMENT EXHIBIT 10.10 GRANT NO.______ IMPAC MEDICAL SYSTEMS, INC. 2002 STOCK PLAN NONSTATUTORY STOCK OPTION AGREEMENT IMPAC Medical Systems, Inc. (the "Company"), hereby grants an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company's 2002 Stock Plan (the "Plan"). Date of Option Grant: __________________, 200__ Name of Optionee: _________________________________________________ Number of Shares Covered by Option: ______________ Exercise Price per Share: $_____.___ Total Exercise Price: $_____.__ Vesting Start Date: _____________, 200__ Vesting Schedule: Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to one-fourth (1/4) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares which you may purchase under this Option shall vest at the rate of one-forty-eighth (1/48) per month on the 1st day of each of the thirty-six (36) months following the month of the one-year anniversary of the Vesting Start Date. The resulting aggregate number of vested Shares will be rounded to the nearest whole number. No additional Shares will vest after your Service has terminated for any reason. By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed. Optionee _____________________________________________________ (Signature) Company: _____________________________________________________ (Signature) Title: _____________________________________________ Attachment - ---------- IMPAC MEDICAL SYSTEMS, INC. 2002 STOCK PLAN NONSTATUTORY STOCK OPTION AGREEMENT The Plan and The text of the Plan is incorporated in this Other Agreements Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. Nonstatutory Stock Option This Option is not intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly. Vesting This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet. Term Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below. Regular Termination If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date. Termination for If your Service is terminated for Cause, as Cause determined by the Board in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, "Cause" shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any other intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company's or any Parent's, Subsidiary's or Affiliate's 2 right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute "cause" for purposes other than this Agreement. Death If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option. Disability If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date. Leaves of Absence For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Notice of Exercise When you wish to exercise this Option, you must notify the Company by filing the proper "Notice of Exercise" form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse's names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms: . Cash, your personal check, a cashier's check, a money 3 order or an electronic funds transfer. . Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. . To the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price. Withholding Taxes You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option. Restrictions on Exercise and By signing this Agreement, you agree not to Resale exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, 4 and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. Transfer of Option Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse's interest in your Option in any other way. Retention Rights Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your Option's Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends (or such other legend(s) as may be necessary to comply with applicable state or federal securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL 5 OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE." "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan. 6 EX-10.11 15 dex1011.txt INVESTOR RIGHTS AGREEMENT DATED OCTOBER 9, 1996 Exhibit 10.11 IMPAC MEDICAL SYSTEMS, INC. INVESTORS' RIGHTS AGREEMENT October 9, 1996 TABLE OF CONTENTS -----------------

IMPAC MEDICAL SYSTEMS, INC. INVESTORS' RIGHTS AGREEMENT --------------------------- This Investors' Rights Agreement (the "Agreement") is made as of the --------- 9th day of October, 1996, by and among IMPAC Medical Systems, Inc., a California corporation (the "Company"), and each of the investors listed on ------- Exhibit A hereto. --------- RECITALS -------- The Company and the Investors have entered into a Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date herewith ------------------ pursuant to which the Company desires to sell to the Investors and the Investors desire to purchase from the Company shares of the Company's Series A Preferred Stock. A condition to the Investors' obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors with (i) certain rights to register shares of the Company's Common Stock issuable upon conversion of the Series A Preferred Stock held by the Investors, (ii) certain rights to receive or inspect information pertaining to the Company, and (iii) a right of first offer with respect to certain issuances by the Company of its securities. The Company and the Investors each desire to induce the Investors to purchase shares of Series A Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth herein. AGREEMENT --------- 1. Registration Rights. The Company and the Investors ------------------- covenant and agree as follows: 1.1 Definitions. For purposes of this Section 1: ----------- (a) The terms "register," "registered," and -------- ---------- "registration" refer to a registration effected by preparing and filing a ------------ registration statement or similar document in compliance with the Securities Act of 1933, as amended (the "Act"), and the declaration or ordering of --- effectiveness of such registration statement or document; (b) The term "Registrable Securities" means (i) ---------------------- the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock (such shares of Common Stock are collectively referred to hereinafter as the "Stock"), and (ii) any other shares of Common Stock of the ----- Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Stock, provided -------- that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (c) The number of shares of "Registrable ----------- Securities then outstanding" shall be determined by the number of shares of - --------------------------- Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities; (d) The term "Holder" means any person owning ------ or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.13 hereof; (e) The term "Form S-3" means such form under -------- the Act as in effect on the date hereof or any successor form under the Act; and (f) The term "SEC" means the Securities and --- Exchange Commission. 1.2 Request for Registration. ------------------------- (a) If the Company shall receive at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to effect, as soon as practicable and in any event within 60 days of the receipt of such request, the registration under the Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable ------------------ Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection l.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided -2- in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount-of Registrable Securities of the Company owned by each Holder; provided, however, -------- ------- that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this -------- ------- right more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below. 1.3 Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company employee benefit plan or a transaction covered by Rule 145 under the Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), -3- the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 5.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. 1.4 Obligations of the Company. Whenever required under this Section -------------------------- 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to the shorter of ninety (90) days or until the distribution contemplated in the registration statement has been completed, provided, however, that such ninety (90) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of the Company or an underwriter of Common Stock (or other securities) of the Company. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement for a period of up to the shorter of ninety (90) days or until the distribution contemplated in the registration statement has been completed, provided, however, that such ninety (90) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of the Company or an underwriter of Common Stock (or other securities) of the Company. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. -4- (f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for a period of up to the shorter of ninety (90) days or until the distribution contemplated in the registration statement has been completed, provided, however, that such ninety (90) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of the Company or an underwriter of Common Stock (or other securities) of the Company. (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed. (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. (i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. 1.5 Furnish Information. It shall be a condition precedent to the ------------------- obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.12 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company's obligation to initiate such registration as specified in subsection 1.2(a) or subsection 1.12(b)(2), whichever is applicable. -5- 1.6 Expenses of Demand Registration. All expenses other than ----------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2. 1.7 Expenses of Company Registration. The Company shall bear and --------------------------------- pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, fling, and qualification fees, printers' and accounting fees relating or apportionable thereto and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, but excluding underwriting discounts and commissions relating to Registrable Securities. 1.8 Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any shares being sold by a -6- shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling ------- shareholder," and any pro-rata reduction with respect to such "selling - ----------- shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling shareholder," as defined in this sentence. 1.9 Delay of Registration. No Holder shall have any right to --------------------- obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. 1.10 Indemnification. In the event any Registrable Securities --------------- are included in a registration statement under this Section 1: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages, or liabilities (joint ------------ or several) to which they may become subject under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material --------- fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person. (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement; each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration -7- statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that, in no event shall any indemnity under this subsection 1.10(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. (c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10. (d) If the indemnification provided for in this Section 1.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations; provided, that, in no event shall any contribution by a Holder under this Subsection 1.10(d) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the -8- indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. (f) The obligations of the Company and Holders under this Section 1.10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise. 1.11 Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. -9- 1.12 Form S-3 Registration. In case the Company shall --------------------- receive from any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect -------- ------- any such registration, qualification or compliance, pursuant to this Section 1.12: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $500,000; (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. 1.13 Assignment of Registration Rights. The rights to --------------------------------- cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only -10- with all related obligations) by a Holder to a transferee or assignee of at least 100,000 shares of such securities, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1. 1.14 Limitations on Subsequent Registration Rights. From --------------------------------------------- and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2. 1.15 "Market Stand-Off" Agreement. Each Holder hereby --------------------------- agrees that, during the period of duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the date of the final prospectus distributed in connection with a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that: (a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering; and (b) all officers and directors of the Company, all three-percent or greater securityholders, and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements. -11- In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.15. Notwithstanding the foregoing, the obligations described in this Section 1.15 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future. 1.16 Termination of Registration Rights. No Holder shall be ---------------------------------- entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public, or (ii) such time as Rule 144 or another similar exemption under the Act is available for the sale of all of such Holder's shares during a three (3)-month period without registration. 2. Covenants of the Company. ------------------------ 2.1 Delivery of Financial Statements. The Company shall deliver -------------------------------- to each Investor holding, and to transferees of, at least 100,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), ---- and audited and certified by an independent public accounting firm selected by the Company within the group of "Big 6" accounting firms; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a -12- monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company, (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and (f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret or similar confidential information 2.2 Inspection. The Company shall permit each Investor ---------- who holds not less than 100,000 shares of Registrable Securities, at such Investor's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information. 2.3 Encumbrance of Assets. The Company shall not encumber --------------------- all or substantially all of its assets without the approval of the Company's Board of Directors, which approval shall include the affirmative vote of the director elected as the representative of the Series A Preferred Stock pursuant to Article III, Section 3 of the Company's First Amended and Restated Articles of Incorporation; provided, however, that this Section 2.3 shall not apply to the encumbrance by the Company of all or substantially all of its assets in connection with indebtedness incurred by the Company in the individual amount of less than $25,000, provided, further, that the aggregate of such indebtedness does not exceed $150,000. 2.4 Termination of Information and Inspection Covenants. --------------------------------------------------- The covenants set forth in Sections 2.1, 2.2 and 2.3 shall terminate as to Investors and be of no further force or effect when the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, whichever event shall first occur. 2.5 Right of First Offer. Subject to the terms and -------------------- conditions specified in this Section 2.4, the Company hereby grants to each Major Investor (as hereinafter defined) a -13- right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.5, a "Major Investor" -------------- shall mean any person who holds at least 10% of the Series A Preferred Stock (or the Common Stock issued upon conversion thereof) issued pursuant to the Purchase Agreement, whether through purchase of such shares pursuant to the purchase Agreement or acquisition of such shares thereafter). For purposes of this Section 2.5, Major Investor includes any general partners and affiliates of a Major Investor. A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("Shares"), the Company shall first make an offering of such ------ Shares to each Major Investor in accordance with the following provisions: (a) The Company shall deliver a notice by certified mail ("Notice") to the Major Investors stating (i) its bona fide intention to offer ------ such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares. (b) Within 15 calendar days after delivery of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Major Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). The Company shall promptly, in writing, inform each Major Investor that purchases all the shares available to it (each, a "Fully-Exercising Investor") of any other Major Investor's failure to do ------------------------- likewise. During the ten (10)-day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Major Investors were entitled to subscribe but which were not subscribed for by the Major Investors that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (c) The Company may, during the 45-day period following the expiration of the period provided in subsection 2.4(b) hereof, offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within 60 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith. -14- (d) The right of first offer in this paragraph 2.4 shall not be applicable (i) to the issuance or sale of up to 414,000 shares of Common Stock (or options therefor) to employees, consultants and directors, pursuant to plans or agreements approved by the Board of Directors for the primary purpose of soliciting or retaining their services, or (ii) to or after consummation of a bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Act pursuant to a registration statement on Form S-1 at an offering price of at least $6.46 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) and not less than $15,000,000 in the aggregate, or (iii) to the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities, or (iv) to the issuance or sale of the Series A Preferred Stock, or (v) to the issuance of securities that, with unanimous approval of the Board of Directors of the Company, are not offered to any existing shareholder of the Company or (vi) the issuance by the Company of up to 92,879 shares of Common Stock at the per share price of not less than $3.23. 3. Repurchase. ---------- 3.1 Repurchase Request. At any time after September 27, 2002 ------------------ and provided that the Series A Preferred issued to the holders pursuant to the Purchase Agreement was not automatically converted into Common Stock pursuant to Article III(4)(b) of the Company's Articles of Incorporation, but within thirty (30) days (the "Repurchase Date")after the receipt by the Company of a written --------------- request (the "Repurchase Request") from the Holders of not less than a majority ------------------ of the Registrable Securities that all or some of such Holders' shares of capital stock of the Company be repurchased, and concurrently with surrender by such Holders of the certificates representing such shares, the Company shall, to the extent it may lawfully do so, repurchase the shares specified in the Repurchase Request by paying in cash therefor a sum per share equal to the higher of (i) $3.23 per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) plus all declared or accumulated but unpaid dividends on such shares or (ii) the Fair Market Value (as defined below) of each such share (the "Repurchase Price"). ---------------- Notwithstanding the foregoing, the Company may, at its option, repurchase the shares with respect to which the Repurchase Request has been made through the issuance of one or more promissory notes, each of which shall be secured by all of the assets of the Company and accrue interest at the prime rate on the Repurchase Date as reported in the Wall Street Journal, compounded monthly. The accrued principal and interest under such promissory notes shall be due and payable in equal quarterly installments over a three year period and may be prepaid in full by the Company prior to the expiration of such period. The Repurchase Date shall occur no more than thirty days after the receipt by the Company of the Repurchase Request, provided that if the last day of such thirty day period falls on a Saturday, Sunday or legal holiday the Repurchase Date that would otherwise have occurred on such Saturday, Sunday or legal holiday shall occur on the next succeeding business day. 3.2 Notice. At least fifteen (15) but no more than thirty (30) ------ days prior to the Repurchase Date, written notice shall be mailed, first class postage prepaid, to each Holder of record (at the close of business on the business day next preceding the day on which notice is given) of the shares of capital stock to be repurchased, at the address last shown on the records of the Company for such Holder, notifying such Holder of the repurchase to be effected, specifying the number of shares to be repurchased from such Holder, the Repurchase Date, the Repurchase -15- Price, the place at which payment may be obtained and calling upon such Holder to surrender to the Company, in the manner and at the place designated, his, her or its certificate or certificates representing the shares to be repurchased (the "Repurchase Notice"). Except as provided in subsection 3.3 below on or ----------------- after the Repurchase Date, each Holder of shares of capital stock to be repurchased shall surrender to the Company the certificate or certificates representing such shares, in the manner and at the place designated in the Repurchase Notice, and thereupon the Repurchase Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are repurchased, a new certificate shall be issued representing the unrepurchased shares. 3.3 Availability of Funds. From and after the Repurchase --------------------- Date, unless there shall have been a default in payment of the Repurchase Price, all rights of the Holders of shares of capital stock designated for repurchase in the Repurchase Notice as Holders of capital stock (except the right to receive the Repurchase Price without interest upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever. If the funds of the Company legally available for repurchase of shares of capital stock on the Repurchase Date are insufficient to repurchase the total number of shares of capital stock to be repurchased on such date, those funds which are legally available will be used to repurchase the maximum possible number of such shares ratably among the Holders of such shares to be repurchased based upon their holdings of capital stock. The shares of capital stock not repurchased shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Company are legally available for the repurchase of shares of capital stock, such funds will immediately be used to repurchase the balance of the shares which the Company has become obliged (but for lack of legally-available funds) to repurchase on the Repurchase Date and which it has not repurchased. 3.4 Fair Market Value. For purposes of this subsection 3, ----------------- the term "Fair Market Value" shall mean the fair market value determined jointly by the Company and the Holders of a majority of the shares of capital stock. If the Company and the Holders cannot agree on the fair market value, then such value shall be determined by a three member panel, one of which shall be selected by the Company, one of which shall be selected by Holders of a majority of the shares of capital stock, and the third of which shall be designated by the foregoing two members. If such panel cannot agree on the fair market value, then such value shall be determined by the member of the panel designated by the other two members. 3.5 Conflicts with Articles. The rights set forth in this ----------------------- Section 3 are in addition to any rights set forth in Article III, Section (B) 3 of the Company's Restated Articles of Incorporation (the "Redemption Provisions"). In the event of any conflict between the rights set forth in the Redemption Provisions and the terms of this Section 3 the terms of the Redemption Provisions shall govern. -16- 4 Covenants of the Investors -------------------------- 4.1 Company Right of First Offer. Subject to the terms and ---------------------------- conditions specified in this Section 4.1, each Investor hereby grants to the Company a right of first offer with respect to future sales by the Company of the shares of the Company's Series A Preferred Stock purchased by such Investor pursuant to the Purchase Agreement ("Series A Preferred Shares") Each time an Investor offers any Series A Preferred Shares, the Investor shall first make an offering of such Series A Preferred Shares to the Company in accordance with the following provisions: (a) The Company shall deliver a notice by certified mail ("Series A Notice") to the Company stating (i) its bona fide intention to offer --------------- such Series A Preferred Shares, (ii) the number of such Series A Preferred Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Series A Preferred Shares. (b) Within 15 calendar days after delivery of the Notice, the Company may elect to purchase or obtain, at the price and on the terms specified in the Notice, all, but not part, of the Series A Preferred Shares specified in the Series A Notice. (c) The Investor may, following the expiration of the period provided in subsection 4.l(b) hereof, offer the remaining unsubscribed portion of the Series A Preferred Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. (d) The right of first offer in this paragraph 4.1 shall not be applicable (i) to or after the Company's consummation of the initial public offering of its equity securities, or (ii) to an Investor's transfer or distribution of the Series A Preferred Shares to its partners or affiliates. In connection with a transfer by an Investor to its partners or affiliates, such Investor will undertake reasonable efforts to cause such transferee to be bound by this Section 4.1. 4.2 Covenant bv Summit Partners. --------------------------- (a) Summit Ventures IV, L.P. and Summit Investors III, L.P. (together, the "Summit Entities") each hereby agrees that it shall not sell any shares of Series A Preferred to a competitor of the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld. For purposes of this Section 4.2, a "competitor" of the Company shall be deemed to mean any person or organization, business or other entity that directly engages in, or controls, is controlled by or under common control with such, person, organization, business or other entity which directly engages in, the development or sale of software products or software services and software consulting to the oncology market. -17- (b) This Section 4.2 shall cease to have further force or effect after the Company's consummation of the initial public offering of its equity securities 5. Miscellaneous. ------------- 5.1 Successors and Assigns. Except as otherwise ---------------------- provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any of the Series A Preferred Stock or any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5.2 Governing Law. This Agreement and all acts and ------------- transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws. 5.3 Counterparts. This Agreement may be executed in two ------------ or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.4 Titles and Subtitles. The titles and subtitles used -------------------- in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 5.5 Notices. Unless otherwise provided, any notice ------- required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or on Exhibit A hereto or as subsequently modified by written notice. - --------- 5.6 Amendments and Waivers. Any term of this Agreement ---------------------- may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any Registrable Securities then outstanding, each future Holder of all such Registrable Securities, and the Company. 5.7 Severability. If one or more provisions of this ------------ Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (x) such provision shall be excluded from this Agreement, (y) the balance of the Agreement shall be interpreted as if such provision were so excluded and (Z) the balance of the Agreement shall be enforceable in accordance with its terms. -18- 5.8 Aggregation of Stock. All shares of the Preferred -------------------- Stock held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. [Signature Page Follows] -19- The parties have executed this Investors' Rights Agreement as of the date first above written. COMPANY: IMPAC MEDICAL SYSTEMS, INC. By: /s/ Joseph K. Jachinowski --------------------------------- Joseph K. Jachinowski President Address: 215 Castro Street Mountain View, CA 94041 SIGNATURE PAGE TO INVESTORS' RIGHTS AGREEMENT INVESTORS: WA&H INVESTMENT, L.L.C. By: Wessels, Arnold & Henderson Group, L.L.C. its managing member By: /s/ Kenneth J. Wessels ____________________________________________ Name: Kenneth J. Wessels _____________________________________ Title: Managing Director - CEO _____________________________________ Address: 901 Marquette Avenue Minneapolis, MN 55402-3280 SUMMIT VENTURES IV, L.P. By: Summit Partners IV, L.P., General Partner By: Stamps, Woodsum & Co., IV, General Partner By: /s/ Gregory M. Avis ------------------------------------------- Gregory M. Avis Managing Partner Address: 499 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 SUMMIT INVESTORS III, L.P. By: /s/ Gregory M. Avis -------------------------------------------- Gregory M. Avis Managing Partner Address: 499 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 SIGNATURE PAGE TO INVESTORS' RIGHTS AGREEMENT EXHIBIT A --------- INVESTORS --------- Name/Address No. of Shares ------------ ------------- WA&H Investments, L.L.C. 23,220 901 Marquette Avenue Minneapolis, MN 55402-3280 ------------------------------------------------------ Summit Ventures IV, L.P. 1,154,412 499 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 ------------------------------------------------------ Summit Investors III, L.P. 60,758 499 Hamilton Avenue, Suite 200 Palo Alto, CA 94301 --------- Total: 1,238,390 EX-21.1 16 dex211.txt LIST OF SUBSIDIARIES OF IMPAC Exhibit 21.1 ------------ Subsidiaries ------------ Name Jurisdiction - ---- ------------ IMPAC International, Inc. U.S. Virgin Islands IMPAC Global Systems, Inc. Delaware IMPAC Global Systems UK Limited United Kingdom EX-23.1 17 dex231.htm CONSENT OF INDEPENDENT ACCOUNTANTS Prepared by R.R. Donnelley Financial -- Consent of Independent Accountants

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated November 2, 2001, except for Note 13, as to which the date is June , 2002 relating to the consolidated financial statements and our report dated November 2, 2001 relating to the financial statement schedule of IMPAC Medical Systems, Inc., which appears in such Registration Statement. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP

San Jose, California

June 3, 2002

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