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EXHIBIT 10.12    
    


 
 

NUVASIVE, INC.
  NOTICE OF GRANT OF STOCK OPTION    
    


        Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Nuvasive, Inc. (the "Corporation"): 



	Optionee:	 	

	

Grant Date:	
 	


	

Vesting Commencement Date:	
 	


	

Exercise Price:	
 	

$                        per share
	

Number of Option Shares:	
 	

                        shares of Common Stock
	

Expiration Date:	
 	


	

Type of Option:	
 	

            Incentive Stock Option
	

 	
 	

            Non-Statutory Stock Option





Date
Exercisable: Immediately Exercisable 


Vesting
Schedule: The Option Shares shall initially be unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. Optionee shall acquire a
vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to, (i) twenty-five percent (25%) of the Option Shares upon Optionee's completion of
one (1) year of Service measured from the Vesting Commencement Date and (ii) the balance of the Option Shares in a series of thirty-six (36) successive equal monthly
installments upon Optionee's completion of each additional month of Service over the thirty-six (36)-month period measured from the first anniversary of the Vesting Commencement Date. In
no event shall any additional Option Shares vest after Optionee's cessation of Service. 


        Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the Nuvasive, Inc. 1998 Stock Option/Stock Issuance Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. 


        Optionee
understands that any Option Shares purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit B.
Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit C. 


        REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN
REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.


        No
Employment or Service Contract. Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. 


        Definitions.
All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement. 






 



DATED:                        199   



	 	 	NUVASIVE, INC.
 
	

 	
 	

By:	


	

 	
 	

Title:	


	

 	
 	

OPTIONEE
 
	

 	
 	

Address:	







Attachments:  


Exhibit A—Stock Option Agreement

Exhibit B—Stock Purchase Agreement

Exhibit C—1998 Stock Option/Stock Issuance Plan  


2







 
 

EXHIBIT A    
    
    STOCK OPTION AGREEMENT    
    


        Filed as Exhibit 10.13 to this Registration Statement 





 
 

EXHIBIT B    
    
    STOCK PURCHASE AGREEMENT    
    


        Filed as Exhibit 10.14 to this Registration Statement 





 
 

EXHIBIT C    
    
    1998 STOCK OPTION/STOCK ISSUANCE PLAN    
    



        Filed as Exhibit 10.11 to this Registration Statement 











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EXHIBIT 10.12


NUVASIVE, INC. NOTICE OF GRANT OF STOCK OPTION



EXHIBIT A STOCK OPTION AGREEMENT

EXHIBIT B STOCK PURCHASE AGREEMENT

EXHIBIT C 1998 STOCK OPTION/STOCK ISSUANCE PLAN