exv10w6



 





Exhibit 10.6









Asthmatx


February
10, 2004



	 	 	 
	Glen French

	 	Asthmatx, Inc.
	(Hand Delivered)

	 	1340 Space Park Way
	 

	 	Mountain View, CA 94043
	 

	 	Asthmatx.com
	 
	 	 
	 

	 	650 810 1100 T
	 

	 	650 810 1101 F






Dear Glen:



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




	 	 	 
	Job Title:

	 	President and CEO
	 
	 	 
	Starting Date:

	 	December 30, 2003
	 
	 	 
	Salary:

	 	$20,758.34 per month (annualizes to $249,100 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 or Chairman of the Board 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/ Michael D. Laufer
 

Michael D. Laufer, MD

	 	 
	Chairman of the Board
	 	 
	 
	 	 
	I agree to the above stated terms and conditions:
	 	 
	 
	 	 
	/s/ Glen French

	 	 2/12/04
	 

Glen French

	 	   Date