EXHIBIT 10.30 ------------- INTEGRATED SURGICAL SYSTEMS, INC. 1850 Research Park Drive Davis, California 95616 February 14, 2003 Mr. Leland Witherspoon 3329 Marina Cove Circle Elk Grove, California 95758 Dear Leland: In connection with your employment...

                                                                   EXHIBIT 10.30
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                        INTEGRATED SURGICAL SYSTEMS, INC.
                            0000 Xxxxxxxx Xxxx Xxxxx
                             Xxxxx, Xxxxxxxxxx 00000


                                February 14, 2003

Xx. Xxxxxx Xxxxxxxxxxx
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000


Dear Xxxxxx:

     In connection with your employment with the Company, we are furnishing you
with this letter agreement to establish the terms and conditions of your
employment with the Company as set forth below.

     1. RESPONSIBILITIES. You shall serve as and perform the functions of Vice
President, Engineering of the Company and shall perform such other duties and
functions as may be assigned to you from time to time by the Company's Board of
Directors (the "Board of Directors") as are reasonable and customary to your
position. During your employment with the Company, you shall devote substantial
working time to the business of the Company.

     2. COMPENSATION. The Company shall pay you for your services hereunder, and
you shall accept, (i) a salary of $11,883.34 per month ("Base Salary") and (ii)
such incentive compensation as shall be determined from time to time by the
Board of Directors of the Company. Your Base Salary shall be paid in equal
installments on a basis consistent with the Company's payroll practices for
senior executives.

     3. BENEFITS. During your employment with the Company, you shall be entitled
to participate in any pension plan, group life insurance plan, health and
hospitalization insurance plan, and medical services plan and other similar
plans, now or hereafter existing, generally afforded by the Company to other
senior executives.

     4. EXPENSES. During your employment with the Company, the Company shall
reimburse you for all reasonable and necessary travel expenses and other
disbursements incurred by you on behalf of the Company in the performance of
your duties hereunder, assuming you have received prior approval by the Company
to the extent possible, consistent with the Company's practice for such travel
expenses and disbursements or written policy in effect with respect to the
reimbursement of expenses to senior executives of the Company. Such expenses
shall be reimbursed only upon presentation of paid receipts and/or original
invoices and such other information as shall be required for tax purposes.




     5. CONFIDENTIAL INFORMATION. You recognize that you have and will continue
to have access to secret and confidential information regarding the Company and
its subsidiaries and affiliated companies, including but not limited to, all
trade secrets, proprietary information, formulae, budgets, projections, reports,
plans, proposals, financial information, customer and vendor lists, proposed
services, marketing plans, know how and other information, and strategies and
ideas, belonging to or relating to the business of the Company and its
subsidiaries and affiliated companies (the "Confidential Information"). You
acknowledge that such Confidential Information is of great value to the Company,
is the sole property of the Company, and has been and will be acquired by you in
confidence. In consideration of the obligations undertaken by the Company
herein, you shall not at any time, during or after your employment hereunder,
reveal, divulge or make known to others or use any such Confidential
Information. The provisions of this Section 5 shall survive your termination of
employment hereunder.

     6. TERM. Your employment with the Company is for no specified period and
constitutes at-will employment. As a result, you are free to resign at any time,
for any reason or for no reason. Similarly, the Company is free to conclude its
employment relationship with you at any time, with or without cause.

     7. SEVERANCE PAY

          (A) Termination In the event you are terminated by the Company for
reasons other than for Cause (as defined below), you will be entitled to receive
severance pay of your Base Salary for a period of three months from the date of
termination, payable in equal monthly installments.

          For purposes of this agreement, the term "Cause" shall mean (i) your
conviction (including a conviction on a nolo contendere plea) of a felony or
misdemeanor (other than minor traffic offenses); (ii) neglect or failure to
perform your duties as an employee of the Company in any material respect; (iii)
any grossly negligent act having the effect of injuring your reputation or the
reputation of business of the Company in any material respect; (iv) repeated
willful violations of lawful policies of the Company; or (v) any other
malfeasance, misfeasance or nonfeasance by you in any material respect relative
to or in connection with the performance of your duties as an employee of the
Company.

          (B) Business Transaction. In the event of any consolidation or merger
of the Company with or into another entity ("Entity"), or the sale of all or
substantially all of the assets of the Company to another Entity (a
Transaction"), you are unable to reach a reasonable agreement of employment with
the Entity, you shall be entitled to receive severance pay of your Base Salary
for a period of six months from the date of termination, payable in equal
monthly installments, provided, however, you agree to make reasonable efforts to
assist the Entity in its transition in connection with the Transaction for a
reasonable period of time.

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          If you are in agreement with the foregoing, please sign and return to
the Company one copy of this letter agreement, which will constitute our
agreement with respect to the subject matter of this letter.


                                    Integrated Surgical Systems, Inc.

                                    By:  Xxxxxx X. Xxxxxxx
                                         Xxxxxx X. Xxxxxxx,
                                         Chief Executive Officer and President

 Accepted and Agreed this
 14th day of February, 2003.


 /s/ Xxxxxx Xxxxxxxxxxx
 ----------------------
 Xxxxxx Xxxxxxxxxxx


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