Exhibit 10.5


June 27, 2013


Krishnamurthy Balachandran


811 Piper Avenue


Sunnyvale, CA 94087


 


Dear Bala:


 


This Separation Agreement and Release of
Claims ("Agreement") is made by and between Krishnamurthy Balachandran ("you"), an individual, and NeuroMetrix,
Inc. a Delaware corporation ("NeuroMetrix").


 


WHEREAS, NeuroMetrix desires to provide
you with some separation benefits to assist you in the transition resulting from the termination of employment with NeuroMetrix;
and


 


WHEREAS, you agree, in exchange for such
separation benefits, to waive and release any and all claims that you may have against NeuroMetrix;


 


NOW THEREFORE, in consideration of the
mutual promises and releases contained herein and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:


 


		1.	Salary and Benefits Continuation. Upon the execution of this Agreement, the parties agree as follows:



 


		·	You, Krishnamurthy Balachandran shall terminate from employment with NeuroMetrix effective June
28, 2013 (hereinafter the "termination date").



 


		·	You will receive $11,458.33 per pay period, in severance, for 9 months. Your starting payment will
be July 15, 2013 and your final payment will be on March 31, 2014. Total payments will equal $206, 249.94



 


		·	Unused, accrued PTO up to termination date will be paid, less appropriate taxes.



 


		·	Up to and including March 31, 2014 you shall continue to be enrolled in NeuroMetrix's medical benefit
plan.



 


		·	Following the termination date, you shall be entitled to any and all other rights or benefits afforded
to other terminated employees of NeuroMetrix, including, without limitation, the right to elect to continue, at her cost, coverage
under the NeuroMetrix health plan, in accordance with the health care continuation coverage provisions of the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA").



 






    	 



    	 



    

 


		2.	Release. In consideration of the agreement of Neurometrix, Inc. to make a severance payment to
me, and for other good and valuable consideration, I, for myself and for my agents, heirs, executors, legatees, administrators,
successors and assigns, hereby irrevocably and unconditionally release and discharge Neurometrix, Inc., its subsidiaries, parent
and affiliated entities and the current and former shareholders, directors, officers, agents and employees of them and each of
them, and their respective successors, assigns, representatives, agents, heirs, executors, and administrators (“Releasees”)
of and from any and all claims of any kind (including claims for attorney’s fees and costs), charges, actions and causes
of action, whether in law or in equity, with respect to, or arising out of, my employment by one or more of the Releasees or the
cessation of that employment. This includes but is not limited to any and all claims in contract or tort and claims arising under
federal, state or other local laws prohibiting discrimination, including age discrimination under the Age Discrimination in Employment
Act (“ADEA”).



 


This General Release is intended to be
as broad as permitted by law, but I understand that it is not a release of such rights as I may have to file for unemployment or
workers’ compensation benefits, nor does this General Release prevent me from filing, cooperating with, or participating
in any proceeding before the Equal Employment Opportunity Commission or any other governmental agency as authorized by law (although
I acknowledge that I may not recover any monetary benefits in any such proceeding).


 


In addition, I agree not to disparage or
defame NeuroMetrix in any respect or to make any derogatory comment, whether written or oral, regarding NeuroMetrix that relates
to the organization’s company’s business or related activities or relationship between the Employee and Employer. I
also agree to continue to comply with the Confidentiality/NonCompete Agreement and Insider Trading Policy.


 


I understand that in order to accept the
offer by NeuroMetrix, I must sign and return this General Release to Jennifer Hayes at NeuroMetrix, Inc 62 Forth Avenue, Waltham,
MA 02451 by July 22, 2013.


 


I acknowledge that I have been advised
to seek my own counsel in connection with this General Release; that I am not waiving any rights or claims under the ADEA which
may arise after the date I sign this Agreement; that I have twenty-one (21) days in which to consider NeuroMetrix’s offer
and this General Release; that I may accept that offer any time within the 21-day period by signing and returning this General
Release to Jennifer Hayes at NeuroMetrix, Inc 62 Fourth Avenue, Waltham, MA 02451; that I have the right to revoke my acceptance
of this General Release by doing so in writing to Jennifer Hayes within seven (7) days after the date that I sign this General
Release; that any changes made to NeuroMetrix’s offer during the course of negotiating its terms will not have the effect
of restarting the twenty-one (21) day consideration period; and that NeuroMetrix’s offer and this General Release will not
be a binding contract between NeuroMetrix, Inc and me until the end of the seven (7) day revocation period so long as I have not
revoked my acceptance.


 


 


	/s/ K. Balachandran
	     K. Balachandran
	     July 10, 2013


     Date


 






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