Exhibit 10.3


 


FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT


 


This FIRST
AMENDMENT TO SHAREHOLDERS AGREEMENT, is made and entered into as of February
24, 2004 (this “Amendment”), by and between Edwards Lifesciences Corporation, a
Delaware corporation (“Edwards”), and PLC Systems Inc., a Yukon Territory
corporation (“PLC”).  Certain capitalized terms used herein have the
meanings ascribed to them in the Agreement (defined below).


 


RECITALS


 


WHEREAS, the parties hereto have previously
entered into a Shareholders Agreement, dated as of January 9, 2001, by and
between Edwards and PLC (the “Agreement”); and


 


WHEREAS, the
parties hereto desire to amend certain provisions of the Agreement pursuant to
Section 9.9 thereof.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.                                       AMENDMENT
OF AGREEMENT.  The Agreement is
hereby amended as follows:


 


1.1                                 Section
5.1 of the Agreement is hereby amended by striking therefrom the word “third,” and replacing it with the word “fifth,” so that the expiration of the
voting agreement shall be January 9, 2006.


 


2.                                       MISCELLANEOUS.


 


2.1                                 Governing
Law.  This Amendment shall be
governed by, interpreted under, and construed in accordance with the internal
laws of the State of New York, including, without limitation, Sections 5-1401,
5-1402 of the New York General Obligations Law and New York Civil Practice Laws
and Rules 327(b).


 


2.2                                 Counterparts.  This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
shall, taken together, be considered one and the same amendment, it being
understood that the parties need not sign the same counterpart.


 

















 


2.3                                 Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
parties shall negotiate in good faith with a view to the substitution therefore
of a suitable and equitable solution in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid provision; provided, however, that the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


 


2.4                                 Ratification
and Reaffirmation.  Except as
otherwise expressly provided herein, the Agreement remains in full force and
effect unamended, and all of the terms and provisions of the Agreement, as
modified by this Amendment, are hereby ratified and reaffirmed by Edwards and
PLC.  All references to the Agreement
contained in the Agreement shall mean the Agreement as modified hereby.


 


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blank.


 


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IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed and
delivered, all as of the date first set forth above.


 


 


	
   

  	
  EDWARDS LIFESCIENCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/John H. Kehl, Jr.

  	
   

  
	
   

  	
  Name:

  	
  John H. Kehl, Jr.

  
	
   

  	
  Title:

  	
  Corporate Vice President,

  Strategy and Business Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLC SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/James G. Thomasch

  	
   

  
	
   

  	
  Name:

  	
  James G. Thomasch

  
	
   

  	
  Title:

  	
  Senior Vice President &

  Chief Financial Officer

  
							



 


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