0001193125-08-248395 Sample Contracts

NORTHSTAR NEUROSCIENCE, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington

This Indemnification Agreement (the “Agreement”) is entered into on January 1, 2009, between Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and Brian Dow, an officer of the Company and/or one or more of its subsidiaries (“Indemnitee”), for good and valuable consideration as set forth below.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington

This Executive Employment Agreement (the “Agreement”) is made effective as of January 1, 2009 (the “Effective Date”), by and between Northstar Neuroscience, Inc. (“Northstar” or the “Company”) and Brian Dow (“Employee”).

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Confidential Separation Agreement and General Release of All Claims • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington

This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Northstar Neuroscience, Inc. (“Northstar”) and Raymond N. Calvert (“Employee”) with respect to the following facts:

CONSULTANT AGREEMENT
Consultant Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington

This Agreement is made and entered into as of February 9, 2009 (“Effective Date”) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (“Northstar”) and Raymond N. Calvert (“Contractor”).

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