Exhibit 10.1
FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT
AGREEMENT
This First Amendment to Executive
Employment Agreement, dated effective as of January __, 2009 (the
“ First Amendment ”), amends that certain
Executive Employment Agreement dated effective as of
January 1, 2009 (the “ Original Agreement
”), by and between Northstar Neuroscience, Inc. (“
Northstar ”) and Brian Dow (“ 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.
RECITALS
A. The Board of Directors of
Northstar (the “ Board ”) has approved a Plan of
Complete Liquidation and Dissolution (the “ Plan
”) and in furtherance thereof Northstar will terminate the
employment of most of its employees on or about January 31,
2009.
B. Northstar desires to retain the
services of Employee to assist Northstar in administering and
implementing the Plan and all operational aspects related to the
Plan and the operation of Northstar pending and following
shareholder approval of the Plan, including but not limited to
assisting Northstar in preparing for the shareholder meeting to
approve the Plan, continuing to assist Northstar in complying with
its public company reporting obligations, winding down the
operations of Northstar, assisting in the sale of Northstar’s
assets and distributions to shareholders following shareholder
approval of the Plan.
C. If Employee were terminated
without Cause on January 31, 2009, Employee would be entitled
under the Original Agreement to receive, among other things, full
acceleration of all stock options and other equity awards granted
between April 1, 2008 and January 15, 2009.
D. Northstar desires to incent
Employee to remain employed by Northstar through at least the end
of the third quarter of 2009 to assist Northstar in the manner
described above.
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 . There is hereby added a new
Section 7.6 to the Original Agreement to read in its entirety
as follows:
“7.6 Retention Bonus .
If Employe
