Exhibit
10.4
FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT
AGREEMENT
This First Amendment to Executive
Employment Agreement, dated effective as of July 31, 2008
(the “ First Amendment ”), amends that certain
Executive Employment Agreement dated May 10, 2006 (the “
Original Agreement ”), by and between Northstar
Neuroscience, Inc. (“ Northstar ”) and Raymond
N. Calvert (“ Employee ”), and is entered into
by and between Northstar and Employee. All capitalized terms used
in this First Amendment, but not defined herein, shall have the
meanings given to them in the Original Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Amendment to
Section 7.3 . The following clause is hereby added to
the end of the first sentence of Section 7.3 of the Original
Agreement: “ provided , however , that, in
addition to the foregoing and in the case only of a termination
without Cause, Employee will receive full acceleration of all
of
