0001193125-06-067000 Sample Contracts

DIRECTOR RESIGNATION AGREEMENT
Director Resignation Agreement • March 29th, 2006 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington

This Director Resignation Agreement (the “Resignation Agreement”) dated as of March 7, 2006, is by and between Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and Seth A. Rudnick, who is a director of the Company (the “Director”).

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