exv10w7



 





Exhibit 10.7









February 10, 2004




Asthmatx




	 	 	 
	Debera Brown

	 	Asthmatx, Inc.
	(Hand Delivered)

	 	1340 Space Park Way
	 

	 	Mountain View, CA 94043
	 

	 	Asthmatx.com
	 
	 	 
	 

	 	650 810 1100 T
	 

	 	650 810 1101 F






Dear Debera:



I am pleased to offer you the position of Vice President, Regulatory Affairs at Asthmatx, Inc.
The purpose of this letter is to outline the offer and terms of your
employment.




	 	 	 
	Job Title:

	 	Vice President, Regulatory Affairs
	 
	 	 
	Starting Date:

	 	December 30, 2003
	 
	 	 
	Salary:

	 	$19,166.67 per month (annualizes to $230,000 per year)
	 
	 	 
	Bonus:

	 	You will be eligible to participate in the Company’s performance-based bonus program.
	 
	 	 
	Stock Options:

	 	The stock option awards you had at Broncus will be replicated in Asthmatx and your
vesting in Asthmatx shares will continue until the sooner of full vesting or your
termination of employment with the Company.
	 
	 	 
	 

	 	The stock option awards you had in Broncus ceased vesting on December 30, 2003. You are
able to exercise vested Broncus shares up to the end of the original 10 year life of
each option or upon your termination of employment with Asthmatx, Inc., whichever is
earlier.
	 
	 	 
	Benefits:

	 	Asthmatx has an employee group insurance plan which, in short, provides medical, dental,
life, and AD&D. In addition, we expect to offer a 401 (k) savings plan, and a Section
125 pretax medical/childcare expense reimbursement plan.
	 
	 	 
	Vacation:

	 	At least three weeks paid vacation will be accrued per year in accordance with the
Company’s vacation policy. Unused vacation accrued and not paid out at Broncus has been
rolled over to Asthmatx.
	 
	 	 
	Severance:

	 	If your employment is terminated by Asthmatx for any reason other than cause, Asthmatx
will pay you your base salary for the lesser of






 









 






	 	 	 
	 

	 	three (3) months from your date of termination or
until you secure another financially equivalent
opportunity. If during this three month period you secure
an opportunity that pays less than your Asthmatx base
salary, then Asthmatx will make up the difference until
the end of the three month period.
	 
	 	 
	Other:

	 	You will abide by all Asthmatx policies and rules,
especially its policy that prohibits any new employee
from using or bringing with them from any prior employer
any confidential information, trade secrets or
proprietary materials or processes of said former
employer.
	 
	 	 
	 

	 	Your employment is at will, meaning it is not for
a specific term and can be terminated by you or by
Asthmatx at any time for any reason, with or without
cause.
	 
	 	 
	 

	 	This offer is contingent upon your executing
Asthmatx’s Proprietary Information and Inventions
Agreement (copy attached) and if still valid, we will use
the previously provided proof of identity and
authorization to work in the United States.
	 
	 	 
	 

	 	You hereby acknowledge that you are not a party to
any agreement that in any way prohibits or imposes any
restrictions on your employment with the Company, and
your acceptance hereof will not breach any agreement to
which you are a party.
	 
	 	 
	 

	 	Any dispute arising hereunder or arising out of
your employment or other relations with the Company will
be subject to binding arbitration under the auspices of
the American Arbitration Association. This agreement
shall be governed, construed and enforced in accordance
with the laws of California without regard for the
principles of conflict law. Should any provision of this
agreement, or portion thereof, be found invalid and
unenforceable, the remaining provisions shall continue in
force and effect.
	 
	 	 
	 

	 	Once signed by you, this letter will become a
legally binding contract. It will constitute our complete
agreement, and will supersede all prior agreements,
promises, and discussions.
	 
	 	 
	 

	 	This agreement may only be amended or modified in
a subsequent written document signed by the President of
Asthmatx, Inc.






 









 




I truly feel that we have an exciting opportunity ahead of us to which you can make a
substantial contribution. I look forward to working with you in a mutually beneficial relationship.




	 	 	 
	Sincerely,
	 	 
	 
	 	 
	/s/ Glen French
 

Glen French

	 	 
	President & CEO
	 	 
	 
	 	 
	I agree to the above stated terms and conditions:
	 	 
	 
	 	 
	/s/ Debera Brown
 


	 	2/10/04 
	Debera Brown

	 	Date