Form of change of control severance letter agreement



 Exhibit 10.8 
 [DATE] 
 [Name of Officer] 
 [Address] 
  

	Re:	Severance Letter Agreement – Broncus Technologies, Inc. 

 Dear
                    : 
 This
letter sets forth our agreement with respect to the severance you will be entitled to receive under specified circumstances set forth below following any acquisition of Broncus Technologies, Inc. (the “Company”) that takes
place after the closing of the company’s initial public offering registered with the SEC (“IPO”). This letter agreement will not be in effect until after the Company’s IPO, if any. 
 In the event that your employment is terminated by the Company (which means and includes any successor entity for purposes of this letter agreement)
without Cause (as defined below) in connection with, or at any time during the 12 months period following, an Acquisition (as defined below), or you resign for a Good Reason (as defined below) at any time during the 12 month period following an
Acquisition, then you will be entitled to the following: 
 (a) Salary continuation at your then-current base salary rate (less applicable
withholding) for the 6 month [12 months for CEO] period following such termination or resignation (the “Severance Period”); 
 (b) If you elect to continue your medical, dental and/or vision insurance under COBRA, the Company will reimburse you for the COBRA continuation expenses applicable to the Severance Period. 
 (c) If you are permitted by the Company’s insurance carrier(s) to convert or continue your existing Company life insurance and/or disability
insurance, the continuation expenses incurred by you with respect to such policies that are applicable to the Severance Period will be reimbursed by the Company up to a maximum equal to the amount the Company would have paid on your behalf for such
insurance applicable to the Severance Period had you remained an employee of the Company. The Company will have no obligation if you are unable to convert or otherwise continue your existing life and/or disability insurance. 
 Notwithstanding the foregoing, if you commence new employment during the Severance Period, then the amount of salary continuation paid to you will be reduced by the
amount you earn during the Severance Period in such new employment. You will give the Company notice within five (5) days of starting any such new employment. 
 It will be a condition of your receiving any such salary continuation or expense reimbursement that you sign a full release of claims against the Company and its agents, directors, shareholders, successors, assigns and affiliates in a form
satisfactory to the Company. 
  







 As used in this letter agreement: 
 “Cause” means termination of your employment on the basis of any of the following: (i) your conviction for, or guilty plea
to, a felony involving moral turpitude; (ii) a willful refusal by you to comply with the lawful and reasonable instructions of the Company, or to otherwise perform your duties as lawfully and reasonably determined by the Company, in each case
that is not cured by you (if such refusal is of a type that is capable of being cured) within 15 days of written notice being given to you of such refusal; (iii) any willful act or acts of dishonesty undertaken by you and intended to result in
your (or any other person’s) gain or personal enrichment at the expense of the Company or any of its customers, partners, affiliates, or employees; (iv) any willful act of gross misconduct by you which is injurious to the Company; or
(v) your job performance being materially below the level of performance reasonably expected by the Company (as determined by the Company in good faith), if such poor performance is not cured by you within 30 days of written notice being given
to you of such poor performance. 
 “Good Reason” shall mean (i) a reduction in your then-current annual salary;
(ii) the offices of the Company that you are required to report to being moved more than 30 miles; or (iii) a material and adverse change in the duties you are asked to perform (it being agreed that changes to your duties and reporting
responsibilities that are inherent in the Company becoming a division or business unit of a much larger organization shall not be deemed to constitute such a material and adverse change). 
 “Acquisition” means and includes each of the following transactions: (i) a consolidation, reorganization or merger of the
Company with or into any other entity or entities in which the holders of the Company’s outstanding shares immediately before such consolidation, reorganization or merger do not, immediately after such consolidation, reorganization or merger,
own stock or other ownership interests representing a majority of the voting power of the surviving entity or entities as a result of their shareholdings in the Company immediately before such consolidation, reorganization or merger;
(ii) acquisition of a majority of the Company’s voting stock by one or more related persons or entities in one transaction or a series of related transactions; or (iii) a sale or all or substantially all of the Company’s assets.

 This letter agreement will form the complete and exclusive agreement between you and the Company with respect to the subject matter
hereof. It supersedes any other agreements or promises with respect to such subject matter made to you by anyone, whether oral or written, and it can only be modified in a written agreement signed by you and by another officer of the Company.

 Please sign this letter agreement in the space indicated and return it to the Company. Your signature will acknowledge that you have read
and understood and agreed to the terms and conditions of this letter agreement. 
  

	
	Very truly yours,
	
	 /s/ Cary Cole

	Cary Cole
	Chief Executive Officer
	Broncus Technologies, Inc.









 I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above.

  

	
	  

	[Name of Officer]