exv10w3



 







EXHIBIT 10.3




[NUVASIVE, INC. LETTERHEAD]




May 23, 2006




Mr. Keith C. Valentine

4545 Towne Centre Court

San Diego, California 92121




     Re:     Amendment to Severance Provisions



Dear Keith,




     The purpose of this letter is to memorialize our understanding regarding the amendment of the
terms of your offer letter with NuVasive, Inc. (the “Company”) dated January 20, 2004 (the
“Offer Letter”). For purposes of this letter, the terms Involuntary Termination, Corporate
Transaction and Service shall all have the same meaning set forth in the Company’s 1998 Stock
Option/Stock Issuance Plan. The Offer Letter is amended as follows:



     1. In paragraph 1 of the Offer Letter (Involuntary Termination within 12 Months of
Corporate Transaction), the term “one hundred percent (100%)” is hereby deleted and replaced
with “one hundred fifty percent (150%)”.



     2. In paragraph 2 of the Offer Letter (Involuntary Termination beyond 12 Months of
Corporate Transaction), the term “seventy-five percent (75%)” is hereby deleted and replaced
with “one hundred percent (100%)”.



     3. In paragraph 3 of the Offer Letter (Severance), the term “seventy-five percent
(75%)” is hereby deleted and replaced with “one hundred percent (100%)”.



     4. The following provisions are hereby added to the Offer Letter:



          (a) Vesting Acceleration at Corporate Transaction. Upon the closing of a Corporate
Transaction (if, and only if, you are still providing Service to the Company or its successor, as
applicable, at such time), fifty percent (50%) of your unvested stock (and options) will
immediately vest; provided however, that this amount shall be one hundred percent (100%) in the
event that your stock (and options) are not assumed in full as part of the Corporate Transaction.




          (b) Additional Vesting Acceleration following Corporate Transaction. If not otherwise
fully vested, any remaining unvested stock (and options) shall fully vest upon the earlier of (a)
your Involuntary Termination following a Corporate Transaction and (b) the date 12 months from the
closing of the Corporate Transaction, (if, and only if, you are still providing Service to the
Company or its successor, as applicable, at such time).




     Except as amended and set forth in this letter, the Offer Letter shall continue in full force
and effect. The severance obligations and vesting acceleration set forth herein constitute the
entirety of any severance obligation owed to you by the Company and any accelerated vesting to
which you are entitled following a Corporate Transaction.



     For purposes of clarification, your employment with the Company will remain on an “at will”
basis, meaning that (except for the obligations contemplated by the Offer Letter and this letter)
either you or the Company may terminate your employment at any time for any reason or no reason,
without further obligation or liability. This policy of at-will employment is the entire agreement
as to the duration of your employment and may only be modified in an express written agreement
signed by an officer of the Company authorized by the Company’s Board of Directors and you.



 









 





     This letter agreement shall be governed by and construed under the laws of the State of
California as applied to agreements among California residents entered into and to be performed
entirely within California.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	NUVASIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alexis V. Lukianov	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Alexis V. Lukianov	 	 
	 

	 	 	 	Chairman and Chief Executive Officer	 	 






	 	 	 
	ACCEPTED AND AGREED:

	 	 
	 
	 	 
	/s/ Keith C. Valentine
 

Keith C. Valentine
	 	 






 









 






[NUVASIVE, INC. LETTERHEAD]




January 20,
2004




Mr. Keith Valentine

10065 Old Grove Road

San Diego, CA 92131




     Re:  Additional Severance and Retention Benefit



Dear Mr. Valentine:




     The purpose of this letter is to memorialize our understanding regarding the amendment of the
terms of your original employment with the NuVasive, Inc. (the “Company”). For purposes of this
letter, the terms Involuntary Termination, Corporate Transaction and Service shall have the meaning
set forth in the Company’s 1998 Stock Option/Stock Issuance Plan (the “Plan”).



     1. Involuntary Termination within 12 Months of Corporate Transaction. Upon your
Involuntary Termination within 12 months following a Corporate Transaction (if, and only if, you
are still providing Service to the Company or its successor, as applicable, at such time), the
Company or its successor, as the case may be, shall pay you a cash payment equal to one hundred
percent (100%) of your compensation earned (including any bonus with respect to performance during)
the most recently completed calendar year (“Compensation”).



     2. Involuntary Termination beyond 12 Months of Corporate Transaction. Upon your
Involuntary Termination beginning 12 months following a Corporate Transaction (if, and only if, you
are still providing Service to the Company or its successor, as applicable, at such time), the
Company or its successor, as the case may be, shall pay you a cash payment equal to seventy-five
percent (75%) of your Compensation.



     3. Severance. In the event of your Involuntarily Termination prior to a Corporate
Transaction, in lieu of any other cash obligation, the Company shall pay you a cash payment. equal
to seventy-five percent (75%) of your Compensation upon your execution of a release of all claims
against the Company.



     4. Nonsolicitation. You agree that while providing Service to the Company and for
one (1) year following the date upon which you cease to provide Service to the Company, you will
not, either directly or through others solicit or attempt to solicit, or hire or attempt to hire,
any person (including any entity) who is an employee, consultant or independent contractor of the
Company to terminate his, her or its relationship with the Company in order to become an employee,
consultant or independent contractor to or for any other person or entity.



     For purposes of clarification, your employment with the Company will remain on an “at will”
basis, meaning that (except for the obligations contemplated by this letter or under the Plan)
either you or the Company may terminate your employment at any time for any reason or no reason,
without further obligation or liability. These terms are in lieu of and replace the current terms
of any existing severance obligations. The severance obligations set forth herein constitute the
entirety of any severance obligation owed to you by the Company. This policy of at-will employment
is the entire agreement as to the duration of your employment and may only be modified in an
express written agreement signed by an officer of the Company authorized by the Company’s Board of
Directors and you.



 









 





     This letter agreement shall be governed by and construed under the laws of the State of
California as applied to agreements among California residents entered into and to be performed
entirely within California.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	NUVASIVE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alexis Lukianov	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Alexis Lukianov,	 	 
	 

	 	 	 	President and CEO	 	 






	 	 	 
	AS ACCEPTED AND AGREED:

	 	 
	 
	 	 
	/s/ Keith Valentine

 

Keith Valentine