exv10w29







	 	 	 	 	 



Exhibit 10.29



October 16, 2009




Michael Lambert

2527 Bunya Street

Newport Beach, Ca 92660



Dear Michael,



NuVasive, Inc. (the “Company”) is pleased to offer you employment on the terms and conditions
stated in this letter. The Company is offering you the exempt position of Executive Vice
President and Chief Financial Officer. As the EVP/CFO, you will report to me, Chief Executive
Officer, and your job duties will be further outlined upon your employment. We would like you to
begin work in this capacity with the Company on November 9, 2009 (the “Start Date”).



Your initial rate of compensation will be $37,500 per month. Beginning in 2010, you will be
eligible for a bonus of up to $450,000 the Executive Management Bonus Plan, tied to achievement
of Individual Performance Measures, department goals and Company performance. On the Start Date,
you will be granted 20,000 stock options (the “Options”), with a strike price equal to the market
value of the Company’s stock on the Start Date. Twenty-five percent (25%) of the Options will
vest on your one-year anniversary with the Company, and the remainder in 1/36th
increments per month over the following 3 years. On January 1, 2010, you will receive 50,000
Restricted Stock Units (RSUs) representing shares of NuVasive stock. You will also be eligible
to receive annual RSUs, based upon your good performance with the Company, with a target grant of
150,000 RSUs over your first three years with the Company. These RSUs will vest over four years
in accordance with the provisions of the Company’s 2004 Equity Incentive Plan. You will also be
eligible for medical, dental and life insurance, 401K, ESPP and three (3) weeks of vacation per
year.



We understand that this opportunity will require you to relocate to the San Diego area. To
assist you with that relocation, the Company will provide you with full reimbursement of any
relocation expenses you incur, along with $20,000.00 (gross) to cover temporary living
arrangements. If you voluntarily leave NuVasive within 12 months of your start date, you will be
required to repay NuVasive a prorated amount of this relocation assistance.



Your employment with the Company will not be for any specific term and may be terminated by you
or by the Company at any time, with or without cause and with or without notice. The at-will
nature of your employment described in this letter shall constitute the entire agreement between
you and the Company concerning the duration of your employment and the circumstances under which
either you or the Company may terminate the employment relationship. As a Shareowner (employee)
of the Company, you will be required to comply with all Company policies and procedures.



The Company will provide you with an Executive Vice President level Change of Control Severance
Agreement upon your employment.



Your employment pursuant to this offer is contingent upon your execution of the attached
Proprietary Information and Inventions Agreement and upon your compliance with all contractual
obligations that you may
have with your former employer. You agree that during the course of performing your duties on
behalf of NuVasive, you will not use or disclose to NuVasive any confidential or proprietary
information that may belong to others. You have already indicated to us that you have no such
information in your possession.





 









 







Please sign below and return the fully executed letter to Jen Crutchfield of our Human Resources
department, along with the executed Proprietary Information and Inventions Agreement.



We are looking forward to having you join the NuVasive team.




	 	 	 	 	 
	 	Very truly yours,



NUVASIVE, INC.

 	 
	 	By:  	/s/ Alexis V. Lukianov
 	 
	 	 	Alexis V. Lukianov 	 


I have read and accept this employment offer.




	 	 	 	 	 
	 	 	 
	Dated: 10/19/09 	/s/ Michael Lambert
 	 
	 	Michael Lambert