0001047469-05-005246 Sample Contracts

DEXCOM, INC. AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 3rd, 2005 • Dexcom Inc • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT (the "Agreement") is made as of January 31, 2005, between DexCom, Inc., a Delaware corporation (the "Company") and Andy Rasdal ("Executive").

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Dexcom Inc • March 3rd, 2005 • Surgical & medical instruments & apparatus

This letter will set forth the agreement between you and DexCom, Inc. (the "Company") with respect to vesting acceleration of any Company stock options you may hold and severance.

Amended and Restated Employment Agreement Dear Andy,
Employment Agreement • March 3rd, 2005 • Dexcom Inc • Surgical & medical instruments & apparatus

This letter agreement ("Agreement") will set forth the terms of your continued employment with DexCom, Inc. (the "Company") as its President and Chief Executive Officer and amends and restates the existing offer letter agreement between you and the Company dated November 14, 2001.

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