**Exhibit 10.30****EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(the “Agreement”) is made and entered into by and between Uroplasty,Inc., a Minnesota corporation (“the Company”), and David B. Kaysen (the “Executive”) effective asof the 17th day of May, 2006.**R E C I T A L S****:**     **WHEREAS**, Uroplasty is a medical device company that develops, manufactures and marketsinnovative, proprietary products for the treatment of voiding dysfunctions; and     **WHEREAS**, the Company and the Executive desire to set forth in this Agreement the terms underwhich Executive will serve as President and Chief Executive Officer of the Company;     **NOW, THEREFORE**, the parties hereto agree as follows:1. **Employment and Duties**. The Company hereby agrees to employ the Executive, and theExecutive hereby accepts the Company’s offer to serve, as President and Chief Executive Officer ofthe Company beginning on May 21, 2006 (the “Start Date”). As such, the Executive shall haveresponsibilities, duties and authority reasonably accorded to and expected of such an officer ofthe Company and will report directly to the Company’s Board of Directors. The Executive agrees todevote the Executive’s full business time, attention and efforts to promote and further thebusiness of the Company. The Executive will faithfully adhere to, execute and fulfill all policiesestablished by the Company’s Board of Directors. The Executive also agrees to serve as a directorof the Company (without additional consideration other than provided by this Agreement) until theExecutive’s successor is duly elected and qualified or until the Executive’s earlier resignation,removal or death.     The Executive will not, during the Term of Executive’s employment hereunder, be engaged in anyother business activity pursued for gain, profit or other pecuniary advantage if such activityinterferes with the Executive’s duties and responsibilities hereunder. The foregoing limitationswill not be construed to prohibit the Executive from making personal investments in such form ormanner as will neither require the Executive’s services in the operation or affairs of thecompanies or enterprises in which such investments are made nor violate the terms of Section 4hereof. The Executive may also continue to serve as a board member for the three other publiccompanies on whose boards he currently serves.2. **Compensation**. For all services rendered by the Executive on and after the Start Datehereof, the Company will compensate the Executive as follows:     (a) **Base Salary**. Commencing on the Start Date hereof, the base salary payable to theExecutive shall be $255,000 per year, payable on a regular basis in accordance with the
 

 
Company’s standard payroll procedures but not less than semi-monthly. Such base salary willbe subject to annual review and adjustment by the Company’s Compensation Committee.     (b) **Incentive Bonus Plan**. During the Term, the Executive is entitled to an annualcash bonus (the “Annual Bonus”), a part of which will be based on attainment of particularfinancial milestones (the “Financial Milestones”) and the other part of which will be based onattainment of particular business milestones (the “Business Milestones”). The Annual Bonus iscomputed as a percentage (not exceeding 50%) of the Executive’s base salary for the fiscal year forwhich achievement of the Financial and Business Milestones relate.          (i) **Financial and Business Milestones**. The Executive and the Company’s CompensationCommittee shall mutually agree upon the Financial and Business Milestones (and the percentages ofthe Executive’s base salary payable upon various levels of achievement) for each fiscal year by May1 of each year (except as to the balance of fiscal 2007, by July 31, 2006). The FinancialMilestones shall be based on line items regularly appearing on the Company’s audited financialstatements.          (ii) **Special Fiscal 2007 Annual Bonus**. On a one-time basis, and conditioned on theExecutive’s continuous full-time employment through the balance of the Company’s fiscal year endingon March 31, 2007, the Company will pay the Executive a minimum Annual Bonus for such fiscal yearequal to 25% of the Executive’s base salary paid during such fiscal year (the “Special Fiscal 2007Annual Bonus”). The Special Fiscal 2007 Annual Bonus will be deducted from any Annual Bonusotherwise earned by the Executive for fiscal 2007.          (iii) **Payment**. Each Annual Bonus amount is payable within 15 days of the completionof the audit of the financial statements for the related fiscal year.     (c) **Executive Perquisites, Benefits and Other Compensation**. Commencing on the StartDate hereof, the Executive shall be entitled to receive additional benefits and compensation fromthe Company in such form and to such extent as specified below:          (i) Payment of premiums for coverage for the Executive and the Executive’s dependent familymembers under health, hospitalization and dental insurance plans that the Company may have ineffect from time to time, at the levels, and with the co-payments, as established by the Companyunder such plans.          (ii) Reimbursement of up to $11,500 on an annual basis for the premiums for Executive’spersonal life and disability insurance policies.          (iii) Reimbursement for all business travel and other out-of-pocket expenses reasonablyincurred by the Executive in the performance of the Executive’s services pursuant to thisAgreement. All reimbursable expenses shall be appropriately documented in reasonable
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detail by the Executive upon submission of any request for reimbursement, and in a format andmanner consistent with the Company’s expense reporting policy.          (iv) Four weeks of paid vacation during each calendar year. If the Executive does not utilizeall vacation time during a year, it is forfeited.3. **Stock Options**. The Company hereby grants to the Executive options (the “Options”), toacquire 300,000 shares of the Company’s Common Stock, par value $.01 per share (the “CommonStock”), at an exercise price per share (the “Exercise Price”) equal to the closing price of theCompany’s Common Stock on the American Stock Exchange as reported by bigcharts.com for the date ofthis Agreement. The Options are not pursuant to the Company’s 2006 Stock and Incentive Plan. TheOptions will not be treated as “incentive options” within the meaning of Section 422 of the Code.     (a) **Anti-Dilution Adjustments**. The Options are subject to adjustment as provided inthis subsection (a).          (i) **Exercise Price Adjustments**. The Exercise Price shall be adjusted from time totime such that in case the Company shall hereafter:               (A) pay any dividends on any class of stock of the Company payable in Common Stock orsecurities convertible into Common Stock;               (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or               (C) combine outstanding shares of Common Stock, by reclassification or otherwise;then, in any such event, the Exercise Price in effect immediately prior to such event shall (untiladjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated tothe nearest full cent) determined by dividing (A) the number of shares of Common Stock outstandingimmediately prior to such event, multiplied by the then existing Exercise Price, by (B) the totalnumber of shares of Common Stock outstanding immediately after such event (including in each casethe maximum number of shares of Common Stock issuable in respect of any securities convertible intoCommon Stock), and the resulting quotient shall be the adjusted Exercise Price per share. Anadjustment made pursuant to this subsection shall become effective immediately after the recorddate in the case of a dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or reclassification. If, as a result ofan adjustment made pursuant to this subsection, the Executive shall become entitled to receiveshares of two or more classes of capital stock or shares of Common Stock and other capital stock ofthe Company, the Board of Directors (whose determination shall be conclusive) shall determine theallocation of the adjusted Exercise Price between or among shares of such classes of capital stockor shares of Common Stock and other
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capital stock. All calculations under this subsection shall be made to the nearest cent or to thenearest 1/100 of a share, as the case may be. In the event that at any time as a result of anadjustment made pursuant to this subsection, the Executive shall become entitled to receive anyshares of the Company other than shares of Common Stock, thereafter the Exercise Price of suchother shares so receivable upon exercise of any Options shall be subject to adjustment from time totime in a manner and on terms as nearly equivalent as practicable to the provisions with respect toCommon Stock contained in this subsection.          (ii) **Share Adjustments**. Upon each adjustment of the Exercise Price pursuant tosubsection (a)(i) above, the Executive shall thereafter (until another such adjustment) be entitledto purchase at the adjusted Exercise Price the number of shares, calculated to the nearest fullshare, obtained by multiplying the number of shares covered by the Options (as adjusted as a resultof all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Pricein effect prior to such adjustment and dividing the product so obtained by the adjusted ExercisePrice.          (iii) **Reorganization Events**. In case of any consolidation or merger to which theCompany is a party other than a merger or consolidation in which the Company is the continuingcorporation, or in case of any sale or conveyance to another corporation of the property of theCompany as an entirety or substantially as an entirety, or in the case of any statutory exchange ofsecurities with another corporation (including any exchange effected in connection with a merger ofa third corporation into the Company), there shall be no adjustment under subsection (a)(i) above;but the Executive shall have the right thereafter to convert the Options into the kind and amountof shares of stock and other securities and property which the Executive would have owned or havebeen entitled to receive immediately after such consolidation, merger, statutory exchange, sale orconveyance had the Options been converted immediately prior to the effective date of suchconsolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary,appropriate adjustment shall be made in the application of the provisions set forth in thissubsection with respect to the rights and interests thereafter of the Executive, to the end thatthe provisions set forth in this subsection shall thereafter correspondingly be made applicable, asnearly as may reasonably be, in relation to any shares of stock and other securities and propertythereafter deliverable on the exercise of the Options. The provisions of this subsection shallsimilarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.          (iv) **Notice of Adjustments**. Upon any adjustment of the Exercise Price, then and ineach such case, the Company shall give written notice thereof, by first-class mail, postageprepaid, addressed to the Executive, which notice shall state the Exercise Price resulting fromsuch adjustment and the increase or decrease, if any, in the number of shares of Common Stockpurchasable at such price upon the exercise of the Options, setting forth in reasonable detail themethod of calculation and the facts upon which such calculation is based.     (b) **Vesting; Change of Control**. Notwithstanding anything else, the Executive mayexercise the Options only to the extent that the Executive is vested in them. Vested Options will
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be exercisable for ten (10) years from the date hereof. The Options will vest in installments of1/3rd on each of the Start Date hereof and the first and second anniversaries of the date hereof;provided, however, that the Executive must continue in the employ of the Company through theapplicable anniversary date in order to vest in the Options for such anniversary date. Despite theforegoing, the Options will fully vest upon a “Change of Control,” which will be deemed to occur asof the first day after the date hereof that any one or more of the following conditions issatisfied:          (i) any person or entity, or group of persons or entities acting together, other than theCompany or an employee benefit plan of the Company, acquires directly or indirectly the beneficialownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)of any voting security of the Company and, immediately after such acquisition, such person, entityor group is, directly or indirectly, the beneficial owner of voting securities representing amajority of the total voting power of all of the then-outstanding voting securities of the Companyand has a larger percentage of voting securities of the Company than any other person, entity orgroup holding voting securities of the Company;          (ii) the following individuals no longer constitute a majority of the members of the Board:(A) Daniel G. Holman, Sam B. Humphries, Joel R. Pitlor, Thomas E. Jamison, R. Patrick Maxwell andthe Executive (the “Original Directors”); (B) the individuals who thereafter are elected to theCompany’s Board of Directors and whose election, or nomination for election, to the Board ofDirectors was approved by a vote of at least a majority of the Original Directors then still inoffice (such directors becoming “Additional Original Directors” immediately following theirelection); and (C) the individuals who are elected to the Board of Directors and whose election,or nomination for election, to the Board of Directors was approved by a vote of at least a majorityof the Original Directors and Additional Original Directors then still in office (such directorsalso becoming “Additional Original Directors” immediately following their election);          (iii) the stockholders of the Company approve a merger, consolidation, recapitalization orreorganization of the Company, or a reverse stock split of outstanding voting securities, otherthan any such transaction which results in at least a majority of the total voting powerrepresented by the voting securities of the surviving entity outstanding immediately after suchtransaction being beneficially owned by at least a majority of the holders of outstanding votingsecurities of the Company immediately prior to the transaction, with the voting power of each suchcontinuing holder relative to other such continuing holders not substantially altered in thetransaction; or          (iv) the stockholders of the Company approve a plan of complete liquidation of the Company oran agreement for the sale or disposition by the Company of all or a substantial portion of theCompany’s assets (i.e., 50% or more of the total assets of the Company).
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     However, no “Change in Control” will be deemed to have occurred with respect to Executive ifExecutive is part of a purchasing group which consummates the Change in Control transaction. TheExecutive will be deemed “part of a purchasing group” for purposes of the preceding sentence if theExecutive is an equity participant in the purchasing company or group except for (i) passiveownership of less than three percent (3%) of the stock of the purchasing company or (ii) ownershipof an equity participation in the purchasing company or group which is otherwise not significant,as determined prior to the Change in Control by a majority of the Original and Additional OriginalDirectors.     (c) **Payment of Exercise Price and Required Withholding Taxes**. The Executive mayexercise the Options by cash payment (including by check or wire transfer). The Company maycondition any exercise upon the Executive’s payment of the minimum required withholding taxes. Asto the minimum required withholding taxes, the Executive may pay such amount in cash or byinstructing the Company to cancel a number of otherwise then exercisable Options equal in value tothe minimum required withholding taxes. In determining the number of Options so cancelable, eachOption is deemed to have a value equal to (i) the “Market Price” (as defined below) of a share ofCommon Stock as of the close of business on the date of the Option exercise less (ii) the ExercisePrice per share.     The term “Market Price” with respect to shares of Common Stock of any class or series meansthe last reported sale price or, if none, the average of the last reported closing bid and askedprices on any national or regional securities exchange or quoted in the National Association ofSecurities Dealers, Inc.’s Automated Quotations System (“Nasdaq”), or if not listed on a nationalor regional securities exchange or quoted in Nasdaq, the closing price as reported by bigcharts.com(or if this service is discontinued, such other reporting service acceptable to the Holder), or ifno quotations in such Common Stock are available, the fair market value of the shares as determinedin good faith by the Board of Directors of the Company.     (d) **Subscription Representations; Transfer Restrictions**. The Executive understandsthat the Options, and the shares of Common Stock issuable upon their exercise, are and will be“restricted securities” within the meaning of the Securities Act of 1933, as amended (the “Act”).Accordingly, even if the Executive is fully vested in the Options, the Executive may never be ableto resell the underlying shares for a profit, or at all. In any event, the Executive will be ableto resell or otherwise transfer the underlying shares only if the sale or other transfer isregistered under the Act and applicable state securities laws or there is an available exemptionfrom this registration. The Executive confirms that Executive can bear the loss of Executive’sentire investment in the Company.     The Executive agrees and acknowledges that (i) none of the Options may be sold, transferred,pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws ofdecent and distribution and then only to Executive’s spouse and/or children (or a trust for theirbenefit) and (ii) the vested Options may be exercised during the Executive’s lifetime only by theExecutive or the Executive’s legal representative.
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     (e) **Lock-Up Agreement**. The Executive agrees that, in the event of each future publicoffering of the Company’s equity securities (an “Offering”), the Executive will agree to suchrestrictions on the resale of any shares of the Company’s Common Stock (including the sharesunderlying the Options) then beneficially owned by Executive as requested by the managingunderwriter or underwriters of the Offering; provided, however, that such restrictions run nolonger than the period of resale restriction imposed by such underwriters on the Company’s otherexecutive officers and directors. The Executive agrees not to sell or otherwise transfer(including upon death) any of the shares underlying the Options, or any other shares beneficiallyowned by the Executive, unless the purchaser or recipient agrees in writing to be bound by theforegoing lock-up agreement.     (f) **Stock Certificate Restrictions**. The Executive acknowledges that the Company willplace a restrictive legend on any certificate representing the shares underlying the Options, and a“stop transfer order” with any transfer agent of the Company’s securities, barring the sale orother transfer of such shares without registration under the Act or an exemption therefrom, andnoting the existence of the lock-up agreement above.     (g) **Registration of Shares Underlying the Options**. Notwithstanding the aboveprovisions, the Company shall use its best efforts, at its expense, to register the issuance orresale of the shares underlying the Options on Form S-8 under the Act and under applicable statesecurities laws, and to maintain the effectiveness of the Form S-8 registration statement duringthe Term of this Agreement and for two years thereafter.4. **Non-Competition and Non-Solicitation**.     (a) **Basic Terms**. The Executive will not, during the period of the Executive’semployment with the Company and for a period of one (1) year immediately following the terminationof the Executive’s employment under this Agreement, for any reason whatsoever, directly orindirectly, for the Executive or on behalf of or in conjunction with any other person, persons,entity, company, business, partnership, corporation, limited liability company or limited liabilitypartnership of whatever nature:          (i) engage anywhere worldwide (the “Territory”) as an officer, director, shareholder, owner,partner, joint venturer or in a managerial capacity, whether as an employee, independentcontractor, consultant or advisor or as a sales representative, in the development, manufacturing,licensing, marketing or distribution of products or services for the diagnosis or treatment ofurinary or fecal voiding dysfunctions (the “Uroplasty Line of Business”) or in any other businessin competition with the Company;          (ii) initiate or enter into any agreement or other arrangement to develop, manufacture,license, market, distribute or acquire any technology, business or entity in the Uroplasty Line ofBusiness, or participate in discussions or provide information relating to or in anticipation ofsuch an agreement or arrangement;
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          (iii) call upon or solicit any person who is at that time within the Territory an employee ofthe Company for the purpose or with the intent of enticing such employee away from or out of theemploy of the Company;          (iv) call upon or solicit any person or entity which is, at that time, or which has been,within one (1) year prior to that time, a customer or prospective customer (such prospective statusbeing determined by whether the Company within the prior year solicited such person or entity’sbusiness) of the Company within the Territory for the purpose of selling products or services inthe Uroplasty Line of Business or otherwise in competition with the Company within the Territory;or          (v) call upon or solicit any prospective acquisition candidate, on the Executive’s own behalfor on behalf of any competitor, which candidate was, to the Executive’s actual knowledge after dueinquiry, either called upon by the Company or for which the Company made an acquisition analysis,for the purpose of acquiring such entity or its assets.     Notwithstanding the above, the Executive may acquire as a passive investment not more than twopercent (2%) of the capital stock of a competing business, whose stock is traded on a nationalsecurities exchange or over-the-counter.     (b) **Equitable Relief**. Because of the difficulty of measuring economic losses to theCompany as a result of a breach of the foregoing covenants, and because of the immediate andirreparable damage that could be caused to the Company for which it would have no other adequateremedy, the Executive agrees that the foregoing covenants may be enforced by the Company in theevent of breach by the Executive by injunctions and restraining orders.     (c) **Severability and/or Reformation**. The covenants in this Section 4 are severableand separate, and the unenforceability of any specific covenant shall not affect the provisions ofany other covenant. Moreover, in the event any court of competent jurisdiction determines that thescope, time or territorial restrictions set forth are unreasonable, then it is the intention of theparties that such restrictions be enforced to the fullest extent which the court deems reasonable,and the Agreement shall be reformed in accordance therewith.     (d) **Independently Enforceable**. All of the covenants in this Section 4 shall beconstrued as an agreement independent of any other provision in this Agreement, and the existenceof any claim or cause of action of the Executive against the Company, whether predicated on thisAgreement or otherwise, shall not constitute a defense to the enforcement by the Company of suchcovenants. It is specifically agreed that the period of one (1) year following termination ofemployment stated at the beginning of this Section 4, during which the agreements and covenants ofthe Executive made in this Section 4 shall be effective, shall be computed by excluding from suchcomputation any time during which the Executive is in violation of any provision of this Section 4.
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5. **Term; Termination; Rights on Termination**.     The term of Executive’s employment under this Agreement begins on the Start Date hereof andcontinues through May 16, 2007, and, unless terminated sooner as herein provided, will continuethereafter on a year-to-year basis on the same terms and conditions contained herein in effect asof the time of renewal. As used herein, the word “Term” means (i) during the initial periodreferred to in the preceding sentence, such initial period and (ii) during any one-year renewalpursuant to the terms hereof, such one-year period. This Agreement and the Executive’s employmentmay be terminated in any one of the following ways:     (a) **Death**. The Executive’s death will immediately terminate this Agreement. TheCompany will pay the Executive’s estate any of Executive’s accrued base salary and any earned, butunpaid, Annual Bonus (at the time otherwise payable under this Agreement) through the date oftermination and reimbursement of expenses.     (b) **Disability**. If, as a result of incapacity due to physical or mental illness orinjury, as reasonably determined by the Executive’s physician, the Executive is absent from theExecutive’s full-time duties hereunder for four (4) consecutive months, then thirty (30) days afterreceiving written notice (which notice may occur before or after the end of such four (4) monthperiod, but which will not be effective earlier than the last day of such four (4) month period),the Company may terminate the Executive’s employment hereunder; provided that the Executive isunable to resume the Executive’s full-time duties at the conclusion of such notice period. TheCompany will pay the Executive any of the Executive’s accrued base salary and any earned, butunpaid, Annual Bonus (at the time otherwise payable under this Agreement) through the date oftermination and reimbursement of expenses.     (c) **Good Cause**. The Company may terminate this Agreement ten (10) days afterdelivery of written notice to the Executive for “good cause,” which is (i) the Executive’s willful,material and irreparable breach of this Agreement; (ii) the Executive’s gross negligence in theperformance or intentional nonperformance (continuing for thirty (30) days after receipt of writtennotice of need to cure) of any of the Executive’s material duties and responsibilities under thisAgreement; (iii) the Executive’s willful dishonesty, fraud or misconduct with respect to thebusiness or affairs of the Company which materially and adversely affects the operations orreputation of the Company; or (iv) the Executive’s conviction of a felony crime which materiallyand adversely affects the operations or reputation of the Company. Upon any termination for goodcause above, the Executive will receive no severance compensation other than base salary accruedthrough the date of termination and reimbursement of expenses.     (d) **Without Good Cause**. At any time, either the Executive or the Company mayterminate this Agreement and the Executive’s employment, effective thirty (30) days after writtennotice is provided to the other. If (i) the Company terminates the Executive’s employment withoutgood cause during or at the end of any Term, (ii) this Agreement expires or otherwise terminates atthe end of a Term without renewal, (iii) the Executive voluntarily terminates employment with theCompany as a result of the Company’s imposition of material
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and adverse changes, without the Executive’s consent, in the Executive’s principal duties,(iv) the Executive voluntarily terminates employment after the Company moves its principalexecutive offices more than 100 miles from its current location without the Executive’s consent or(v) in connection with a Change of Control, the Company terminates the Executive’s employmentwithout good cause during the Term, the Executive will receive from the Company any base salaryaccrued through the date of termination and reimbursement of expenses. In addition, in any ofthese circumstances, and conditioned on the Executive’s continuing compliance with the otherprovisions of this Agreement, including Section 4 above, the Company shall pay the Executive, asseverance pay, an aggregate amount equal to 100% (160% if the termination is covered bycircumstance (v)) of Executive’s base salary in effect at the time of termination. The severancepayments will be subject to customary tax withholdings.     The severance payments will be payable in equal monthly installments on the first day of eachmonth over the first year after the date of termination; provided, however, that if the Companydetermines in its discretion that the Executive is a “specified employee” (as defined in Section409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date oftermination and that Section 409A of the Code applies with respect to a payment to Executivepursuant to this Section 5(d), the severance payments will commence on the six-month anniversary ofthe date of termination. The Company reserves the right to revise the timing of any paymentshereunder in order to comply with Section 409A of the Code. As a condition to receiving theseverance payments provided in this Section 5(d), the Company may require the Executive to executea full release and waiver of all claims against Employer (excluding claims for amounts requiredunder this Agreement to be paid upon severance and any then existing indemnification obligations toExecutive) in a form reasonably acceptable to the Company. If the Company requires such a release,the Company will further delay the commencement of severance payments until the period ofrescission for the release has lapsed.6. **Excise Tax Limitation**. Notwithstanding anything contained in this Agreement to thecontrary, to the extent that the payments and benefits provided under this Agreement and benefitsprovided to, or for the benefit of, the Executive under any other Company plan or agreement (suchpayments or benefits are collectively referred to as the “Payments”) would be subject to the excisetax (the “Excise Tax”) imposed under Section 4999 of the Code, the Payments shall be reduced (butnot below zero) if and to the extent necessary so that no Payment to be made or benefit to beprovided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafterreferred to as the “Limited Payment Amount”). Unless the Executive shall have given prior writtennotice specifying a different order to the Company to effectuate the foregoing, the Company shallreduce or eliminate the Payments, by first reducing or eliminating the portion of the Paymentswhich are not payable in cash and then by reducing or eliminating cash payments, in each case inreverse order beginning with payments or benefits which are to be paid the farthest in time fromthe Determination (as hereinafter defined). Any notice given by Executive pursuant to thepreceding sentence shall take precedence over the provisions of any other plan, arrangement oragreement governing the Executive’s rights and entitlements to any benefits or compensation.
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     The determination of whether the Payments shall be reduced to the Limited Payment Amountpursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at theCompany’s expense, by a reputable accounting firm selected by the Executive and reasonablyacceptable to the Company (the “Accounting Firm”). The Accounting Firm shall provide itsdetermination (the “Determination”), together with detailed supporting calculations anddocumentation, to the Company and the Executive within ten (10) days after the end of the Termhereof, if applicable, or such other time as specified by mutual agreement of the Company and theExecutive. If the Accounting Firm determines that no Excise Tax is payable by the Executive withrespect to the Payments, it shall furnish the Executive with an opinion reasonably acceptable tothe Executive that no Excise Tax will be imposed with respect to any such Payments. TheDetermination shall be binding, final and conclusive upon the Company and the Executive.7. **Return of Company Property**. All records, designs, tradenames and trademarks, servicenames and service marks, patents, business plans, financial statements, manuals, memoranda,customer and other lists and other property delivered to or compiled by the Executive by or onbehalf of the Company, or its representatives, vendors or customers which pertain to the businessof the Company are and will remain the property of the Company, and be subject at all times to itsdiscretion and control. Likewise, all correspondence, reports, records, charts, advertising andmarketing materials and other similar data pertaining to the business, activities or future plansof the Company which is collected by or in the possession of the Executive shall be deliveredpromptly to the Company without request by it upon termination of the Executive’s employment.8. **Inventions**. The Executive will disclose promptly to the Company any and all significantconceptions and ideas for inventions, improvements and valuable discoveries, whether patentable ornot, which are conceived or made by the Executive, solely or jointly with another, during theperiod of employment, and which are directly related to the business or activities of the Companyand which the Executive conceives as a result of the Executive’s employment by the Company. TheExecutive hereby assigns and agrees to assign all of the Executive’s interests therein to theCompany or its nominee. Whenever requested to do so by the Company, the Executive will execute anyand all applications, assignments or other instruments that the Company shall deem necessary toapply for and obtain letters patent of the United States or any foreign country or to otherwiseprotect the Company’s interest therein. Nothing in this Agreement shall apply to an invention forwhich no equipment, supplies, facility or trade secret information of the Company was used andwhich was developed entirely on the Executive’s own time and (i) which does not relate (a) directlyto the business of the Company or (b) to the Company’s actual or demonstrably anticipated researchor development or (ii) which does not result from any work performed by the Executive for theCompany.9. **Trade Secrets**. The Executive will not, other than as required by court order, during orafter employment with the Company, disclose the confidential terms of the Company’s relationshipsor agreements with its significant vendors or customers or any other significant and
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material trade secret of the Company to any person, firm, partnership, corporation or business forany reason or purpose whatsoever.10. **Complete Agreement**. This Agreement is the final, complete and exclusive statement andexpression of the agreement between the Company and the Executive and of all the terms of thisAgreement, and it cannot be varied, contradicted or supplemented by evidence of any prior orcontemporaneous oral or written agreements. This document may not be later modified except by awritten instrument signed by a duly authorized officer of the Company and the Executive, and noterm of this Agreement may be waived except by a written instrument signed by the party waiving thebenefit of such term.11. **Notice**. Whenever any notice is required hereunder, it shall be given in writingaddressed as follows:   To the Company: Uroplasty, Inc.