0001193125-05-194356 Sample Contracts

EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT
Executive Change of Control Severance Agreement • September 30th, 2005 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

This Executive Change of Control Severance Agreement (the “Agreement”) is made and entered into as of September 27, 2005, by and between Conor Medsystems, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

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September 27, 2005 VIA HAND DELIVERY Frank Litvack, M.D. Conor Medsystems, Inc.
Assignment and Nonsolicitation Agreement • September 30th, 2005 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

As we discussed, this letter (the “Agreement”) sets forth the new terms and conditions of your employment relationship with Conor Medsystems, Inc. (the “Company”). On September 27, 2005, these terms and conditions were approved by the Company’s Compensation Committee (“Committee”) of the Board of Directors (“Board”). Except as expressly stated herein, this Agreement supersedes and replaces all previous agreements between you and the Company, including but not limited to the Engagement Letter dated January 1, 2002, your Contract Extension dated August 7, 2003 and your letter agreement dated March 4, 2005. As noted below, your current stock option grants are not affected by this Agreement. The terms contained in this Agreement will become effective as of the date that both you and the Company sign this Agreement (the “Effective Date”).

CHIEF EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Chief Executive Change of Control and Severance Agreement • September 30th, 2005 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

This Chief Executive Officer Change of Control and Severance Agreement (the “Agreement”) is made and entered into as of September 27, 2005, by and between Conor Medsystems, Inc., a Delaware corporation (the “Company”), and Frank Litvack, M.D. (the “Executive”).

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