Offer letter with Nancy E. Isaac, dated October 20, 2005



 Exhibit 10.11 
 [BRONCUS TECHNOLOGIES, INC. LETTERHEAD] 
 October 20, 2005 
 Nancy Isaac 
 [DELIVERED BY HAND] 
 Dear Nancy: 
 I am pleased to offer you the position of Vice President,
Regulatory & Quality Affairs with Broncus Technologies, Inc. In this position, you will report directly to Cary Cole. In making this offer, I am expressing my enthusiastic support of your abilities to help Broncus become a great
success. The purpose of this letter is to outline the offer and terms of your employment. 
  

			
	Job Title:	  	Vice President, Regulatory & Quality Affairs
		
	Start Date:	  	December 5, 2005
		
	Salary:	  	$17,083.33 per month (annualizes to $205,000)
		
	Bonus:	  	You will be eligible to participate in the standard Broncus cash and equity performance-based bonus program. At this time, the cash bonus may pay out as much as 22.5% of annual base salary,
prorated for employment time during the bonus year.
		
	Stock Options:	  	Subject to Board approval, you will be granted an option to purchase 625,000 shares at the next Board meeting following your first day of employment in accordance with the terms of the
Broncus Technologies, Inc. employee stock option plan. These options will vest 25% (156,250 shares) at the end of the first year of employment and 1/36th
(13,020 shares) of the remaining balance for each month thereafter for 36 months, for a total vesting period of four years. These options may be exercised ten years from the date of grant so long as you are an employee of the
Company.
		
	Benefits:	  	Broncus has an employee group insurance plan, which, in short, provides medical, dental, life, and AD&D insurance.
		
	Vacation:	  	Three weeks paid vacation per year in accordance with the Company’s vacation policy.
		
	Other:	  	You will abide by all Broncus 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 at Broncus is at will, meaning it is not for a specific term and can be terminated by you or by Broncus at any time for any reason, with or without cause.
		
		  	This offer is contingent upon your executing Broncus’ Proprietary Information and Inventions Agreement (copy attached) for new employees, successful reference checks, and providing the
Company with the legally required 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 Broncus Technologies, Inc.
		
		  	This offer of employment is valid only through October 21, 2005.

 Nancy, I believe you will be an outstanding Vice President, Regulatory & Quality Affairs with
Broncus. I truly feel that we have an exciting opportunity ahead of us to which you can make a significant contribution. I look forward to working with you in a long and mutually beneficial relationship. 
 Sincerely, 
  

	
	/s/ Cary Cole
	
	Cary Cole
	President & CEO









	
	  

	 I agree to the above stated terms and conditions:


  

					
	 /s/ Nancy Isaac
	 		 	10/20/05
	Nancy Isaac	 		 	Date