EX-10.3



 Exhibit 10.3 

NEVRO CORP. 
 EMPLOYMENT
AGREEMENT 
 This Employment Agreement (the “Agreement”) is made and entered into by and between Rami Elghandour
(“Executive”) and Nevro Corp. (the “Company”) (together referred to herein as the “Parties”), effective as of June 1, 2016 (the “Effective Date”). This Agreement supersedes in
its entirety that certain offer letter between Executive and the Company dated as of October 9, 2012 (the “Prior Agreement”) and any other agreement to which the Company is a party with respect to Executive’s employment
with the Company, including without limitation that certain Change in Control Severance Agreement between Executive and the Company dated as of December 4, 2014 (the “Change in Control Agreement”), except for the Proprietary
Information and Inventions Agreement executed by Executive (the “Confidential Information Agreement”). 
 R E C I T A L S

 A. The Company desires to assure itself of the continued services of Executive by engaging Executive to perform services under the
terms hereof. 
 B. Executive desires to provide continued services to the Company on the terms herein provided. 

C. The Parties desire to execute this Agreement to supersede in its entirety the Prior Agreement and reflect certain changes to
Executive’s employment with the Company effective as of the Effective Date. 
 D. Certain capitalized terms used in this Agreement are
defined in Section 11 below. 
 In consideration of the foregoing, and for other good and valuable consideration, including the
respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 

1. Employment. 

(a) General. The Company shall continue to employ Executive as a full-time employee of the Company effective as of the Effective Date
for the period and in the position set forth in this Section 1, and upon the other terms and conditions herein provided. 
 (b)
Position and Duties. Executive shall continue to have the title of President and Chief Executive Officer of the Company, and shall report to the Board of Directors (the “Board”). Executive shall also serve in such other
capacity or capacities as the Company may from time to time prescribe. As a Company employee, Executive will continue to be expected to comply with Company policies. In addition, the Board has nominated Executive to








 
be elected to serve as a member of the Board at the Company’s 2016 Annual Meeting of Stockholders. If Executive is so elected, Executive shall serve as a member of the Board and the Company
shall use commercially reasonable efforts to cause Executive to be reelected as a member of the Board. 
 (c) Location. Executive
shall perform services for the Company at the Company’s offices located in Menlo Park, California or, with the Company’s consent, at any other place in connection with the fulfillment of Executive’s role with the Company;
provided, however, that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company’s business. 

(d) Exclusivity. It is the Company’s understanding that there is not any other agreement with a prior employer that would restrict
Executive in continuing to perform the duties of Executive’s position with the Company and Executive represents that such is the case. Moreover, Executive agrees that, during Executive’s employment with the Company, Executive will not
engage in any other employment, occupation, consulting or other business activity directly related to a business involved in the development, manufacturing and/or marketing of a spinal cord neuro-stimulation for the treatment of pain or any other
specific business the Company actively pursues during Executive’s employment (a “Competing Business”), nor will Executive engage in any other activities that materially conflict with Executive’s obligations to the Company.
For the avoidance of doubt, the Company acknowledges that Executive shall not be prevented from being employed or otherwise providing services to a Competing Business following the termination of Executive’s employment hereunder, subject to
Executive’s continuing obligations under the Confidentiality Agreement (as defined below). Executive has discussed with the Company Executive’s outside-based activities including board directorships listed in Exhibit A hereto and
the Company agrees that those activities do not conflict with Executive’s obligations to the Company. Executive agrees not to bring any third-party confidential information to the Company, including that of Executive’s former employer, and
that in performing Executive’s duties for the Company Executive will not in any way utilize any such information. Notwithstanding the forgoing, Executive may serve in any capacity with any civic, educational or charitable organization, and
subject to the prior approval of the Board, Executive may also serve as a member of the board of directors of a company that is not a Competing Business or as a consultant to a venture capital firm, provided that such service does not
materially interfere with Executive’s duties and responsibilities to the Company hereunder. For the avoidance of doubt, the Company acknowledges that the board service and consulting arrangements Executive is currently engaged in and listed on
Exhibit A hereto do not currently conflict with Executive’s duties and obligations to the Company. 
 2. Compensation and
Related Matters. 
 (a) Base Salary. Executive’s annual base salary (as may be increased from time to time, the
“Base Salary”) will be $523,000, less payroll deductions and all required withholdings, payable in accordance with the Company’s normal payroll practices. The Board or a committee of the Board shall review Executive’s Base
Salary periodically and any increase 

  
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to Executive’s Base Salary, if any, will be made solely at the discretion of the Board or a committee of the Board, provided, that neither the Board or a committee of the Board may
reduce Executive’s Base Salary. 
 (b) Bonus. Executive will continue to be eligible to receive a discretionary annual
performance bonus, with a target achievement of seventy-five percent (75%) of Executive’s Base Salary (the “Annual Bonus”). Any Annual Bonus amount payable shall be based on the achievement of performance goals to be
established by the Company after consultation with Executive at the start of each fiscal year. The Board or a committee of the Board shall review Executive’s Annual Bonus periodically. Any Annual Bonus earned by Executive pursuant to this
section shall be paid to Executive, less authorized deductions and required withholding obligations, within two and a half months following the end of the fiscal year to which the bonus relates. 

(c) Equity Awards. Executive shall continue to be eligible to receive grants of equity awards in the Company’s sole discretion.

 (d) Vacation; Benefits. Executive shall continue to be entitled to paid time-off and such other benefits in accordance with
Company policy for similarly situated senior management of the Company. 
 (e) Business Expenses. The Company shall continue to
reimburse Executive for all reasonable business expenses incurred in the conduct of Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies. 

3. Termination. 

(a) At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be
“at-will,” as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive or by the Company at any time, with or without advance notice, and for any or no particular reason or
cause. It also means that Executive’s job duties, title and responsibility and reporting level, work schedule, compensation and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective effect,
with or without notice, at any time in the sole discretion of the Company. This “at-will” nature of Executive’s employment shall remain unchanged during Executive’s tenure as an employee and may not be changed, except in an
express writing signed by Executive and a duly authorized member of the Company. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as
provided by this Agreement. 
 (b) Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive
shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate
such resignations. 

  
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 4. Obligations upon Termination of Employment. 

(a) Executive’s Obligations. Executive hereby acknowledges and agrees that all Personal Property (as defined below) and equipment
furnished to, or prepared by, Executive in the course of, or incident to, Executive’s employment, belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment (and will not be kept in
Executive’s possession or delivered to anyone else). For purposes of this Agreement, “Personal Property” includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other
documents, or materials, or copies thereof (including computer files), keys, building card keys, company credit cards, telephone calling cards, computer hardware and software, cellular and portable telephone equipment, personal digital assistant
(PDA) devices, and all other proprietary information relating to the business of the Company or its subsidiaries or affiliates. Following termination, Executive shall not retain any written or other tangible material containing any proprietary
information of the Company or its subsidiaries or affiliates. In addition, Executive shall continue to be subject to the Confidential Information Agreement. The representations and warranties contained herein and Executive’s obligations under
Subsection 4(a) and the Confidential Information Agreement hereof shall survive the termination of Executive’s employment and the termination of this Agreement. 

(b) Payments of Accrued Obligations upon Termination of Employment. Upon a termination of Executive’s employment for any reason,
Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within ten (10) days after the date Executive terminates employment with the Company (or such earlier date as may be required by
applicable law): (i) any portion of Executive’s Base Salary earned through Executive’s termination date not theretofore paid, (ii) any expenses owed to Executive under Section 2(e) above, (iii) any accrued but unused
vacation pay owed to Executive pursuant to Section 2(d) above, and (iv) any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs or arrangements under Section 2(d) above, which
amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. 
 (c)
Severance Payments upon a Covered Termination Other Than During a Change in Control Period. If Executive experiences a Covered Termination at any time other than during a Change in Control Period, and if Executive executes a general release
of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the
Company, following such Covered Termination, then in addition to any accrued obligations payable under Section 4(b) above, the Company shall provide Executive with the following: 

(i) Severance. Executive shall be entitled to receive an amount equal to Executive’s then-existing annual Base Salary in effect
as of Executive’s termination date, less applicable withholdings, and payable in a cash lump sum on the first regular payroll date following the date of Executive’s Release of Claims becomes effective and irrevocable. 

(ii) Continued Healthcare. The Company shall notify Executive of any right to continue group health plan coverage sponsored by the
Company or an affiliate of the Company immediately prior to Executive’s date of termination pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If Executive elects to
receive such continued healthcare coverage, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such
coverage prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable through the earlier of (A) the last day of the twelfth (12th) full calendar month following the date the Release of Claims becomes effective and irrevocable and (B) the date Executive and Executive’s covered dependents, if any, become eligible
for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer. After the Company ceases to pay premiums pursuant to this
Section 4(c)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. 

  
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 (d) Severance Payments upon a Covered Termination During a Change in Control Period. If
Executive experiences a Covered Termination during a Change in Control Period, and if Executive executes a Release of Claims that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the Company,
following such Covered Termination, then in addition to any accrued obligations payable under Section 4(b) above, the Company shall provide Executive with the following: 

(i) Severance. Executive shall be entitled to receive an amount equal to the sum of (A) two (2) times of Executive’s
then-existing annual Base Salary plus (B) two (2) times Executive’s target Annual Bonus assuming achievement of performance goals at target, in each case, as in effect as of Executive’s termination date. Such amount will be
subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release of Claims becomes effective and irrevocable. 

(ii) Equity Awards. Each outstanding equity award, including, without limitation, each stock option, restricted stock unit and
restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to one hundred percent
(100%) of the then-unvested shares subject to such outstanding award effective as of immediately prior to such termination date. 

(iii) Continued Healthcare. The Company shall notify Executive of any right to continue group health plan coverage sponsored by the
Company or an affiliate of the Company immediately prior to Executive’s date of termination pursuant to the provisions of COBRA. If Executive elects to receive such continued healthcare coverage, the Company shall directly pay, or reimburse
Executive for, the premium for Executive and Executive’ s covered dependents, less the amount of Executive’s monthly premium contributions for such coverage 

  
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prior to termination, for the period commencing on the first day of the first full calendar month following the date the Release of Claims becomes effective and irrevocable through the earlier of
(A) the last day of the twenty fourth (24th) full calendar month anniversary following the date Release of Claims becomes effective and irrevocable and (B) the date Executive and
Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Executive shall notify the Company immediately if Executive becomes covered by a group health plan of a subsequent employer.
After the Company ceases to pay premiums pursuant to this Section 4(d)(iii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. 

(e) No Other Severance. The provisions of this Section 4 shall supersede in their entirety any severance payment or other
arrangement provided by the Company, including, without limitation, the Prior Agreement and any severance plan/policy of the Company. 
 (f)
No Requirement to Mitigate; Survival. Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner. Notwithstanding anything to the contrary in this
Agreement, the termination of Executive’s employment shall not impair the rights or obligations of any party 
 (g) Certain
Reductions. The Company shall reduce Executive’s severance benefits under this Agreement, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to Executive by the Company in
connection with Executive’s termination, including but not limited to payments or benefits pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or
(ii) any Company policy or practice providing for Executive to remain on the payroll without being in active service for a limited period of time after being given notice of the termination of Executive’s employment. The benefits provided
under this Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of Executive’s termination of employment. Such reductions shall be applied on a retroactive basis, with
severance benefits previously paid being recharacterized as payments pursuant to the Company’s statutory obligation. 
 5.
Limitation on Payments. 
 (a) Notwithstanding anything in this Agreement to the contrary, if any payment or distribution
Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the
Payment are paid to Executive, which of the following alternative forms of payment would maximize Executive’s after-tax proceeds: (A) payment in full of the entire amount of the Payment (a “Full Payment”), or
(B) payment of only a part of the Payment so that Executive receives that largest Payment possible without being subject to the Excise Tax (a “Reduced Payment”), whichever of the


  
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foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax (all computed at the highest marginal rate, net of the maximum reduction in federal
income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment, notwithstanding that all or some portion the Payment may be
subject to the Excise Tax. 
 (b) If a Reduced Payment is made pursuant to this Section 5, (i) the Payment shall be paid only to
the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits will occur in the following
order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to
Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant. 

(c) The independent registered public accounting firm engaged by the Company as of the day prior to the effective date of the Change in
Control shall make all determinations required to be made under this Section 5. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, group or entity effecting the
Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such
independent registered public accounting firm required to be made hereunder. 
 (d) The independent registered public accounting firm
engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty (30) calendar days after the date on which Executive’s right to a
Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment,
either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith
determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 
 6.
Successors. 
 (a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by
purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement
in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the
Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 6(a) or which becomes bound by the terms of this Agreement by operation of law. 

(b) Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and
be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 

  
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 7. Notices. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to
Executive at Executive’s home address that the Company has on file for Executive. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the General
Counsel of the Company. 
 8. Dispute Resolution. To ensure the timely and economical resolution of disputes that arise
in connection with this Agreement, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, Executive’s
employment, or the termination of Executive’s employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration in San Mateo County, California through Judicial Arbitration & Mediation
Services/Endispute (“JAMS”) in conformity with the then-existing JAMS employment arbitration rules and California law. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such
dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by
law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The Company shall pay all JAMS’s arbitration fees in excess of the amount of court fees
that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of
any such arbitration. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. 

9. Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or be
exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date,
(“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Company determines that any provision of this Agreement would cause Executive to incur any
additional tax or interest under Section 409A (with specificity as to the reason therefor), the Company and Executive shall take commercially 

  
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reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with
Section 409A, provided that any such modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such
modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of
Section 409A. 
 (a) Separation from Service. Notwithstanding any provision to the contrary in this Agreement, no amount deemed
deferred compensation subject to Section 409A of the Code shall be payable pursuant to Section 4 unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of
Section 409A (“Separation from Service”) and, except as provided under Section 9(b) of this Agreement, any such amount shall not be paid, or in the case of installments, commence payment, until the sixtieth (60th) day following Executive’s Separation from Service. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following
Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and the
remaining payments shall be made as provided in this Agreement. 
 (b) Specified Employee. Notwithstanding any provision to the
contrary in this Agreement, if Executive is deemed at the time of his or her Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion
of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive
prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the first day of the seventh (7th) month following the date of the Executive’s Separation from Service, all payments deferred pursuant to this Section 9(b) shall be paid in a lump sum to Executive, and any remaining
payments due under this Agreement shall be paid as otherwise provided herein. 
 (c) Expense Reimbursements. To the extent that any
reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year
following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will
not be subject to liquidation or exchange for another benefit. 
 (d) Installments. For purposes of Section 409A (including,
without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and,
accordingly, each such installment payment shall at all times be considered a separate and distinct payment. 

  
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 10. Miscellaneous Provisions. 

(a) Confidentiality Agreement. As a condition of Executive’s employment with the Company, Executive shall continue to abide by the
Confidential Information Agreement. 
 (b) Withholdings and Offsets. The Company shall be entitled to withhold from any amounts
payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or
requirement of withholding shall arise. If Executive is indebted to the Company at his or her termination date, the Company reserves the right to offset any severance payments under this Agreement by the amount of such indebtedness. 

(c) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall
be considered a waiver of any other condition or provision or of the same condition or provision at another time. 
 (d) Whole
Agreement. This Agreement and the Confidential Information Agreement represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandings regarding same,
including, without limitation, any severance plan of the Company’s, the Change in Control Agreement and the Prior Agreement. Executive agrees and acknowledges that this Agreement supersedes and replaces in its entirety the Prior Agreement. 

(e) Amendment. This Agreement cannot be amended or modified except by a written agreement signed by Executive and an authorized member
of the Company. 
 (f) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of California. 
 (g) Severability. The finding by a court of competent jurisdiction of the
unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or
unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the intention of the parties hereto with respect to the invalid or unenforceable term or provision. 

  
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 (h) Interpretation; Construction. The headings set forth in this Agreement are for
convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has been encouraged to consult with, and has consulted with,
Executive’s own independent counsel and tax advisors with respect to the terms of this Agreement. The parties hereto acknowledge that each party hereto and its counsel has reviewed and revised, or had an opportunity to review and revise, this
Agreement, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 

(i) Representations; Warranties. Executive represents and warrants that Executive is not restricted or prohibited, contractually or
otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between Executive and any
other person or entity and that Executive has not engaged in any act or omission that could be reasonably expected to result in or lead to an event constituting “Cause” for purposes of this Agreement. 

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
will constitute one and the same instrument. 
 11. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings: 
 (a) Board. The “Board” means the Company’s board of directors.

 (b) Cause. “Cause” means (i) theft or falsification of any employment or Company records committed by
Executive that is not trivial in nature; (ii) malicious or willful, reckless disclosure by Executive of the Company’s confidential or proprietary information; (iii) commission by Executive of any immoral or illegal act or any gross or
willful misconduct, where a majority of the non-employee members of the Board reasonably determines that such act or misconduct has (A) seriously undermined the ability of the Board to entrust Executive with important matters or otherwise work
effectively with Executive, (B) contributed to the Company’s loss of significant revenues or business opportunities, or (C) significantly and detrimentally affected the business or reputation of the Company or any of its subsidiaries;
and/or (iv) the willful failure or refusal by Executive to follow the reasonable and lawful directives of the Board, provided such failure or refusal continues after Executive’s receipt of reasonable notice in writing of such
failure or refusal and an opportunity of not less than thirty (30) days to correct the problem. Anything herein to the contrary notwithstanding, no act, or failure to act, on Executive’s part shall be considered “willful” unless
it is done, or omitted to be done, by Executive without a good faith belief that Executive’s action or omission was in, or not opposed to, the best interests of the Company. 

  
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 (c) Change in Control. “Change in Control” means the occurrence, in a
single transaction or in a series of related transactions, of any one or more of the following events: 
 (i) A transaction or series of
transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as
such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a
“person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; 

(ii) During any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together
with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Sections 11(c)(i) or 11(c)(iii) hereof) whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a majority thereof; or 
 (iii) The consummation by the Company
(whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or
substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

(A) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by
remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s
outstanding voting securities immediately after the transaction, and 
 (B) after which no person or group beneficially owns voting
securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 9(b)(iii)(2) as beneficially
owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. 

  
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 A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the
Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a
“Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). 

(d) Change in Control Period. “Change in Control Period” means the period of time commencing three (3) months
prior to a Change in Control and ending twenty-four (24) months following the Change in Control. 
 (e) Covered Termination.
“Covered Termination” shall mean the termination of Executive’s employment by the Company other than for Cause or by Executive for Good Reason. 

(f) Good Reason. “Good Reason” means Executive’s right to resign from employment with the Company after providing
written notice to the Company within sixty (60) days after one or more of the following events occurs without Executive’s consent provided such event remains uncured thirty (30) days after Executive delivers to the Company of written
notice thereof: (i) a reduction in Executive’s authority, duties and responsibilities as Chief Executive Officer, including a material reduction of authority, duties and responsibilities which results from Executive no longer serving as an
officer of the Company; (ii) a material reduction by the Company in Executive’s Base Salary in effect immediately prior to such reduction; (iii) the forced relocation of the principal place of business at which Executive performs
services for the Company that increases Executive’s one way commute by thirty-five (35) miles or more; or (iv) the failure of any entity that acquires all or substantially all of the assets of the Company in a Change in Control to
assume the Company’s obligations under this Agreement. 
 (Signature page
follows) 

  
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 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company
by its duly authorized officer, as of the day and year set forth below. 
  

			
	NEVRO CORP.
		
	By:	 	 /s/ Andrew Galligan

	
	Title: Chief Financial Officer
	
	Date: May 4, 2016
	
	EXECUTIVE
	
	 /s/ Rami Elghandour

	Name: Rami Elghandour
	
	Date: May 4, 2016


 Signature Page to Employment Agreement 







 EXHIBIT A 

Permitted Service Relationships Pursuant to Section 1(d) of the Agreement 

None.