exv10w10






Exhibit 10.10




EMPLOYMENT AGREEMENT

Michael J. Webb




     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 16th day of August, 2007 (the
“Effective Date”) by and between NxStage Medical, Inc. (the “Company”) and Michael J. Webb (the
“Executive”).



     WHEREAS, the Company desires to promote and continue to employ Executive, and Executive
desires to continue to be employed by the Company upon the terms and conditions hereinafter set
forth;



     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


1. Employment. The Company hereby agrees to continue to employ Executive, and Executive
hereby accepts such continued employment and agrees to perform Executive’s duties and
responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.
This Agreement shall be effective on the Effective Date and shall continue until terminated in
accordance with Section 2 hereof. Nothing in this Agreement shall be construed as giving Executive
any right to be retained in the employ of the Company, and Executive specifically acknowledges that
Executive shall be an employee-at-will of the Company, and thus subject to discharge at any time by
the Company with or without cause and without compensation of any nature except as provided in
Section 2 below.




     1.1 Duties and Responsibilities. Commencing on the Effective Date, Executive shall
serve as a Senior Vice President, Quality and Regulatory and shall perform all duties and accept
all responsibilities incident to such position as may be reasonably assigned to Executive by the
Company’s Board of Directors (the “Board”) or by the Chief Executive Officer (“CEO”) of the
Company. Executive shall be based at the Company’s headquarters in Lawrence, Massachusetts, or
such place or places in the continental United States as the Board shall determine.



     1.2 Extent of Service. Executive agrees to use Executive’s best efforts to carry out
Executive’s duties and responsibilities under Section 1.1 hereof and, consistent with the other
provisions of this Agreement, to devote substantially all of Executive’s business time, attention
and energy thereto. The foregoing shall not be construed as preventing Executive from making
passive investments in other businesses or enterprises, provided that Executive agrees not to
become engaged in any other business activity which, in the reasonable judgment of the Board, is
likely to interfere with Executive’s ability to discharge Executive’s duties and responsibilities
to the Company.



     1.3 Base Salary. For all the services rendered by Executive hereunder, the Company
shall pay Executive a base salary (“Base Salary”) at the annual rate of $220,019.98, less
applicable taxes and withholdings, payable bi-weekly in installments at such times as the Company
customarily pays its other senior level executives. Executive’s Base Salary shall be reviewed
annually for appropriate increases by the Board, CEO, or compensation committee pursuant to the
normal performance review policies for senior level executives.



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     1.4 Incentive Compensation. Executive shall participate in short-term and long-term
incentive programs established by the Company for its senior level executives generally, at levels
determined by the Board or the compensation committee. Executive’s incentive compensation shall be
subject to the terms of the applicable plans and shall be determined based on Executive’s
individual performance and Company performance as determined by the Board or the compensation
committee. For 2007, the compensation committee of the Board has determined that Executive will be
entitled to receive incentive compensation, consistent with the term of the Company’s 2007 bonus
plan, of up to 25% of Executive’s Base Salary based on Executive’s individual performance and
Company performance, as determined by the compensation committee of the Board.



     1.5 Stock Compensation. Executive shall be granted on the Effective Date an incentive
stock option (the “Option”) under the Company’s 2005 Stock Incentive Plan (the “Plan”) for the
purchase of 40,000 shares of common stock of the Company, at an exercise price equal to the closing
price of the Company’s common stock on the NASDAQ Global Market on the Effective Date. The Option
shall be subject to all terms, vesting, schedules, limitations, restrictions and termination
provisions set forth in the Plan and the separate option agreement (which shall be based on the
Company’s standard form incentive stock option agreement) which shall be executed to evidence the
grant of the Option.



     1.6 Retirement and Welfare Plans. Executive shall participate in employee retirement
and welfare benefit plans made available to the Company’s senior level executives as a group or to
its employees generally, as such retirement and welfare plans may be in effect from time to time
and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent
the Company from amending or terminating any retirement, welfare or other employee benefit plans or
programs from time to time as the Company deems appropriate.



     1.7 Reimbursement of Expenses; Vacation. Executive may participate in any and all
benefit programs, including reimbursement of expenses and vacation, which the Company makes
available to its employees from time to time, provided Executive is eligible under (and subject to
all provisions of) the policy and/or plan documents that govern these programs. The Company
reserves the right to change, add or cease any particular benefit without notice, in its sole
discretion, provided that these programs shall not be changed or terminated with
respect to all employees generally, or as otherwise required by law. For purposes of determining
vacation eligibility, Executive will be deemed to have ten (10) years tenure with the Company.



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2. Termination. Executive’s employment shall terminate upon the occurrence of any of the
following events:




     2.1 Termination Without Cause or Resignation for Good Reason Before A Change of
Control.



          (a) Subject to Section 2.2 below, if the Company terminates Executive’s employment without
Cause (as defined in Section 2.8) at any time before a Change of Control or Executive resigns for
Good Reason (as defined in Section 2.8) at any time before a Change of Control, this Section 2.1
shall apply.




          (b) If Executive’s employment terminates as described in subsection (a) above and Executive
executes and does not revoke a written separation agreement and release, in a form provided by the
Company, of any and all claims against the Company and all related parties with respect to all
matters arising out of Executive’s employment by the Company, or the termination thereof (the
“Release”), Executive shall be entitled to receive the following severance compensation, as long as
Executive complies with the terms of Executive’s Proprietary Information Agreement (as defined
below):




               (i) Executive shall receive severance payments in an amount equal to .5 times Executive’s
annual Base Salary at the rate in effect at the time of Executive’s termination. The severance
amount shall be paid in accordance with the Company’s normal payroll practices over the 6-month
period following Executive’s termination of employment (the “Severance Period”). Payments shall
commence within 30 days after the effective date of the termination (or the end of the revocation
period for the Release, if later).



               (ii) During the Severance Period, Executive shall continue to receive the medical coverage in
effect at the date of Executive’s termination (or generally comparable coverage) for Executive and,
where applicable, Executive’s spouse and dependents, as the same may be changed from time to time
for employees generally, as if Executive had continued in employment during such period, or, as an
alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount
equal to Executive’s COBRA cost of continuing such coverage (less any required employee payments
calculated as if Executive had continued to be an employee), where such coverage may not be
continued (or where such continuation would adversely affect the tax status of the plan pursuant to
which the coverage is provided). After the Severance Period, the Executive shall be responsible
for assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA
health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986,
as amended (the “Code”), shall run concurrently with the Severance Period.



               (iii) Stock Options. All outstanding stock options and stock awards held by Executive
at the date of Executive’s termination of employment that would have otherwise become vested and
exercisable during the Severance Period will become vested and exercisable during the Severance
Period as if Executive had remained employed during the Severance Period. Subject to the
provisions of Section 2.2(a) below, Executive shall have up to



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ninety (90) days following the expiration of the Severance Period to exercise his vested
options or awards (provided that nothing in this Agreement shall extend the right of exercise
beyond the earlier of (a) the final exercise or termination date, as set forth in the respective
option or award agreement, or (b) the date of termination, cancellation or exchange of an option as
a result of a change in the Company’s capitalization or any reorganization event, including (i) any
merger or consolidation of the Company with or into another entity as a result of which the Common
Stock of the Company is converted into or exchanged for the right to receive cash, securities or
other property or is cancelled, (ii) any exchange of all of the Common Stock of the Company for
cash, securities or other property pursuant to a share exchange transaction, (iii) any liquidation
or dissolution of the Company, or (iv) any similar event). All options or awards not exercised at
the end of this period shall expire and be null and void. All stock option or stock award
agreements between the Executive and the Company shall continue in full force and effect except
that in the event of any conflict between this Agreement and either the stock option or award
agreement or relevant stock plan, the terms of this Agreement shall prevail, except that this
Agreement shall not be construed to limit, in any way, Executive’s rights granted under Executive’s
option or award agreements or relevant stock plan.



               (iv) Executive shall receive any benefits in accordance with the terms of any applicable
benefit plans and programs of the Company accrued as of the date of the termination.



          (c) Executive agrees that if Executive fails to comply with Executive’s Proprietary
Information Agreement, all payments under this Section 2.1 shall immediately cease.




     2.2 Termination Without Cause; Resignation for Good Reason After or in Connection With A
Change of Control.



          (a) If a Change of Control occurs and (i) the Company has terminated Executive’s employment
without Cause within the period of time commencing three (3) months prior to the public
announcement by the Company or the acquiring company of such Change of Control and extending until
the Change in Control, and unless the Company can reasonably demonstrate that such termination did
not arise in connection with such Change of Control, or (ii) the Company terminates Executive’s
employment without 
Cause at any time upon or after a Change of Control, or (iii) Executive
resigns for Good Reason (as defined in Section 2.8) upon or at any time during the 12-month period
following the Change of Control, this Section 2.2 shall apply.




          (b) If Executive’s employment terminates as described in subsection (a) above and Executive
executes and does not revoke a Release, Executive shall be entitled to receive the following
severance compensation, as long as Executive complies with the terms of Executive’s Proprietary
Information Agreement:








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               (i) Executive shall receive a lump sum severance payment in an amount equal to (A) one times
Executive’s annual Base Salary at the rate in effect at the time of Executive’s termination, plus
(B) one times the greater of (X) Executive’s annual bonus paid by the Company to Executive for the
fiscal year preceding Executive’s termination of employment or (Y) the Executive’s target annual
bonus for the then current year. The payment shall be made within 30 days after the effective date
of the termination of employment (or the end of the revocation period for the Release, if later).



               (ii) During the 12-month period following Executive’s termination of employment (the “CIC
Severance Period”), Executive shall continue to receive the medical coverage in effect at the date
of Executive’s termination (or generally comparable coverage) for Executive and, where applicable,
Executive’s spouse and dependents, as the same may be changed from time to time for employees
generally, as if Executive had continued in employment during such period, or, as an alternative,
the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to
Executive’s COBRA cost of continuing such coverage (less any required employee payments calculated
as if Executive had continued to be an employee), where such coverage may not be continued (or
where such continuation would adversely affect the tax status of the plan pursuant to which the
coverage is provided). After the CIC Severance Period, the Executive shall be responsible for
assuming all costs associated with continuing medical coverage pursuant to COBRA. The COBRA health
care continuation coverage period under Section 4980B of the Code shall run concurrently with the
CIC Severance Period.



               (iii) Without limiting any acceleration of vesting provided for under Executive’s stock option
or stock award agreements in connection with a Change of Control, all outstanding stock options and
stock awards held by Executive at the date of Executive’s termination of employment shall become
fully vested and exercisable on the date of termination of employment. Executive shall have up to
ninety (90) days following his date of termination to exercise his vested options or awards. All
options or awards not exercised at the end of this period shall expire and be null and void.
Notwithstanding any other provision of this Agreement but subject to the next succeeding sentence
of this subsection (iii), if Executive’s employment is terminated pursuant to Section 2.2(a)(i)
above, then Executive shall have up to ninety (90) days following the Change of Control to exercise
his vested options and awards. Nothing in this Agreement shall extend the right of exercise beyond
the earlier of (a) the final exercise or termination date, as set forth in the respective stock
option or stock award agreements, or (b) the date of termination, cancellation or exchange of an
option as a result of a change in the Company’s capitalization or any reorganization event,
including (i) any merger or consolidation of the Company with or into another entity as a result of
which the Common Stock of the Company is converted into or exchanged for the right to receive cash,
securities or other property or is cancelled, (ii) any exchange of all of the Common Stock of the
Company for cash, securities or other property pursuant to a share exchange transaction, (iii) any
liquidation or dissolution of the Company, or (iv) any similar event; provided that if any of
Executive’s stock options or stock awards would terminate upon a Change of Control because they are
not assumed by the successor entity, all of Executive’s outstanding stock options and stock awards
shall become vested immediately prior to the Change of Control, within a timeframe determined by



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the Compensation Committee of the Company, and reasonably acceptable to Executive, to allow
Executive to exercise all of his options and/or awards prior to the Change of Control; provided
that the options or awards not vested immediately prior to the Change of Control shall be subject
to the effectiveness of the Change of Control. All 
stock option and stock awards
agreements between the Executive and the Company shall continue in full force and effect, except
that in the event of any conflict between this Agreement and either the stock option or award
agreement or relevant stock plan, the terms of this Agreement shall prevail, except that this
Agreement shall not be construed to limit, in any way, Executive’s rights granted under Executive’s
stock option or stock award agreements or relevant stock plan.



               (iv) Executive shall receive any benefits accrued in accordance with the terms of any
applicable benefit plans and programs of the Company as of the date of termination.



          (c) If Executive’s employment is terminated pursuant to Section 2.2(a)(i) above, then (i)
subject to the provisions of Section 2.2(b), Executive shall be entitled to receive the severance
compensation set forth in Section 2.2(b) above and the provisions of Section 2.3 below in lieu of
the severance compensation set forth in Section 2.1 above, and (ii) any amounts owed to Executive
pursuant to this Section 2.2 shall be offset by the amounts already paid to Executive pursuant to
Section 2.1. In addition, to the extent any stock option has terminated pursuant to the provisions
of Section 2.1(b)(iii) above, such termination shall be null and void, and Executive shall have the
rights pursuant to Section 2.2(b) above (subject to the provisions of Section 2.2 (b)(iii) above).




          (d) Executive agrees that if Executive materially breaches the terms of Executive’s
Proprietary Information Agreement, all payments under this Section 2.2 shall immediately cease.




     2.3 Voluntary Termination. Executive may voluntarily terminate Executive’s employment
for any reason upon 30 days’ prior written notice. In such event, after the effective date of such
termination, except as provided in Sections 2.1 and 2.2 with respect to a resignation for Good
Reason, no further payments shall be due under this Agreement, except that Executive shall be
entitled to any benefits accrued as of the employment termination date in accordance with the terms
of any applicable benefit plans and programs of the Company.



     2.4 Disability. The Company may terminate Executive’s employment if Executive has
been unable to perform the material duties of Executive’s employment for a period of 90 days (which
need not be consecutive) in any 12-month period because of physical or mental injury or illness
(“Disability”); provided, however, that the Company shall continue to pay Executive’s Base Salary
until the Company acts to terminate Executive’s employment. Executive agrees, in the event of a
dispute under this Section 2.4 relating to Executive’s Disability, to submit to a physical
examination by a licensed physician jointly selected by the Board and Executive. If the Company
terminates Executive’s employment for Disability, no further payments shall be due under this
Agreement, except that Executive shall be entitled to



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any benefits accrued as of the employment termination date in accordance with the terms of any
applicable benefit plans and programs of the Company.




     2.5 Death. If Executive dies while employed by the Company, the Company shall pay to
Executive’s executor, legal representative, administrator or designated beneficiary, as applicable,
any benefits accrued as of the date of death under the Company’s benefit plans and programs.
Otherwise, the Company shall have no further liability or obligation under this Agreement to
Executive’s executors, legal representatives, administrators, heirs or assigns or any other person
claiming under or through Executive.



     2.6 Cause. The Company may terminate Executive’s employment at any time for Cause (as
defined in Section 2.8) upon written notice to Executive, in which event all payments under this
Agreement shall cease. Executive shall be entitled to any benefits accrued before Executive’s
termination in accordance with the terms of any applicable benefit plans and programs of the
Company.



     2.7 Notice of Termination. Any termination of Executive’s employment shall be
communicated by a written notice of termination to the other party hereto given in accordance with
Section 7. The notice of termination shall (i) indicate the specific termination provision in this
Agreement relied upon, (ii) briefly summarize the facts and circumstances deemed to provide a basis
for a termination of employment and the applicable provision hereof, and (iii) specify the
termination date in accordance with the requirements of this Agreement.



     2.8 Definitions.



          (a) “Cause” shall mean any of the following grounds for termination of Executive’s employment:




               (i) Executive shall have been convicted of, indicted for, or entered a plea of guilty or nolo
contendere to, any crime involving moral turpitude or any felony;



               (ii) Executive intentionally and continually fails to perform Executive’s reasonably assigned
material duties to the Company (other than a failure resulting from Executive’s incapacity due to
physical or mental illness), which failure has continued for a period of at least 30 days after a
written notice of demand for substantial performance, signed by a duly authorized officer of the
Company, has been delivered to Executive specifying the manner in which Executive has failed
substantially to perform; or



               (iii) Executive materially breaches the terms of Executive’s Proprietary Information
Agreement.



          (b) “Change of Control” as used herein, a “Change of Control” shall be deemed to have occurred
if:








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               (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the voting power of the then outstanding securities of the Company; provided that
a Change of Control shall not be deemed to occur as a result of a transaction in which the Company
becomes a subsidiary of another corporation and in which the stockholders of the Company,
immediately prior to the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the
parent corporation would be entitled in the election of directors; or



               (ii) The consummation of (A) a merger or consolidation of the Company with another corporation
where the stockholders of the Company, immediately prior to the merger or consolidation, will not
beneficially own, immediately after the merger or consolidation, shares entitling such stockholders
to more than 50% of all votes to which all stockholders of the surviving corporation would be
entitled in the election of directors, (B) a sale or other disposition of all or substantially all
of the assets of the Company, or (C) a liquidation or dissolution of the Company.



          (c) “Good Reason” shall mean the occurrence of any of the following events or conditions,
unless Executive has expressly consented in writing thereto, or except as a result of Executive’s
physical or mental incapacity or as described in the last sentence of this subsection (c):




               (i) a reduction in Executive’s Base Salary or target Bonus prior to a Change of Control (as
defined above) whereby Executive’s Base Salary or target Bonus are decreased by more than 10% from
Executive’s immediately preceding Base Salary or target Bonus amount; provided however, that such
reduction shall not trigger Good Reason if all similarly situated executives are similarly affected
by a decrease in Base Salary or target Bonus; provided further, if such decreases are equal to or
greater than 20% of Executive’s Base Salary or target Bonus, Good Reason shall be available to the
Executive;



               (ii) a reduction in Executive’s Base Salary or target Bonus after a Change of Control (as
defined above);



               (iii) a substantial reduction of Executive’s duties and responsibilities hereunder or
diminution of title; or



               (iv) the Company requires that Executive’s principal office location be moved to a location
more than 50 miles from Executive’s principal office location or principal residence (as defined by
Section 217 of the Code) immediately before the change in location (provided that Executive, at the
time of termination of employment, does not have a principal



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residence (as defined by Section 217 of the Code) 50 miles from the Executive’s principal
office); it being understood that Executive’s relocation to Massachusetts shall not trigger a
justification for a “Good Reason” termination hereunder.


3. Notwithstanding the foregoing, Executive shall not have Good Reason for termination unless
Executive gives written notice of termination for Good Reason within 30 days after the event giving
rise to Good Reason occurs and the Company does not correct the action or failure to act that
constitutes the grounds for Good Reason, as set forth in Executive’s notice of termination, within
30 days after the date on which Executive gives written notice of termination.



4. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future
participation in or rights under any benefit, bonus, incentive or other plan or program provided by
the Company and for which Executive may qualify; provided, however, that if Executive becomes
entitled to and receives the payments provided for in Section 2 of this Agreement, Executive hereby
waives Executive’s right to receive payments under any severance plan or similar program applicable
to all employees of the Company.



5. Employee Proprietary Information, Inventions and Noncompete Provisions. Executive
hereby acknowledges his obligations pursuant to his existing proprietary information, inventions
and noncompete provisions attached hereto as Exhibit A (the “Proprietary Information Agreement”),
including but not limited to, the obligation to refrain from using or disclosing the proprietary
information of the Company. Executive acknowledges that these obligations shall survive the
termination of his employment with the Company, consistent with the terms of the Proprietary
Information Agreement.



6. Acknowledgment. Executive states and represents that he or she has had an opportunity
to fully discuss and review the terms of this Agreement, including Exhibit A, with an attorney.
Executive further states and represents that he or she has carefully read this Agreement, including
Exhibit A, understands the contents herein, freely and voluntarily assents to all of the terms and
conditions hereof, and signs his name of his own free act.



7. Survivorship. The respective rights and obligations of the parties under this Agreement
shall survive any termination of Executive’s employment to the extent necessary to the intended
preservation of such rights and obligations.



8. Mitigation. Executive shall not be required to mitigate the amount of any payment or
benefit provided for in this Agreement by seeking other employment or otherwise and there shall be
no offset against amounts due Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that Executive may obtain.



9. Notices. All notices and other communications required or permitted under this
Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed
to have been given when hand delivered or mailed by registered or certified mail, as follows
(provided that notice of change of address shall be deemed given only when received):




     If to the Company, to:



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NxStage Medical, Inc.

439 South Union St., 5th Floor

Lawrence, MA 01843

Attn: Chief Executive Officer, with a copy to General Counsel



If to Executive, to:



Michael J. Webb

103 Rideout Road

Hollis, NH 03049



or to such other names or addresses as the Company or Executive, as the case may be, shall
designate by notice to each other person entitled to receive notices in the manner specified in
this Section.



10. Contents of Agreement; Amendment and Assignment.




          (a) This Agreement, together with the Proprietary Information Agreement, sets forth the entire
understanding between the parties hereto with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings concerning Executive’s employment by the Company
and cannot be changed, modified, extended or terminated except upon written amendment approved by
the Board and executed on its behalf by a duly authorized officer of the Company and by Executive.




          (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective heirs, executors, administrators, legal
representatives, successors and assigns of the parties hereto, except that the duties and
responsibilities of Executive under this Agreement are of a personal nature and shall not be
assignable or delegatable in whole or in part by Executive. The Company shall require that any
successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or
otherwise) to all or substantially all of the business or assets of the Company, within 15 days of
such succession, expressly to assume and agree to perform this Agreement in the same manner and to
the same extent as the Company would be required to perform if no such succession had taken place.



11. Severability. If any provision of this Agreement or application thereof to anyone or
under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect any other provision or application of this
Agreement which can be given effect without the invalid or unenforceable provision or application
and shall not invalidate or render unenforceable such provision or application in any other
jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all other circumstances.



12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is
intended to be exclusive of any other remedy, and each and every such remedy


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shall be cumulative
and shall be in addition to any other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission by a party in exercising any
right, remedy or power under this Agreement or existing at law or in equity shall be construed as a
waiver thereof, and any such right, remedy or power may be exercised by such party from time to
time and as often as may be deemed expedient or necessary by such party in its sole discretion.



13. Withholding. All payments under this Agreement shall be made subject to applicable tax
withholding, and the Company shall withhold from any payments under this Agreement all federal,
state and local taxes as the Company is required to withhold pursuant to any law or governmental
rule or regulation. Executive shall bear all expense of, and be solely responsible for, all
federal, state and local taxes due with respect to any payment received under this Agreement. The
parties intend that all payments hereunder shall comply with Section 409A of the Code. Executive
agrees that the Company may revise the timing or nature of payments in this Agreement to the extent
necessary to comply with Section 409A (although the parties agree that the provisions of this
Agreement are not intended to be deferred compensation subject to such section).



14. Miscellaneous. This Agreement may be executed in counterparts, each of which is an
original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.



15. Governing Law. This Agreement shall be governed by and interpreted under the laws of
the Commonwealth of Massachusetts without giving effect to any conflict of laws provisions or
canons of construction that construe agreements against the draftsperson.






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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this
Agreement as of the date first above written.



	 	 	 	 	 	 	 

	 	 	NxStage Medical, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jeffrey H. Burbank
 

Jeffrey H. Burbank
	 	 
	 

	 	Title:
	 	President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Michael J. Webb	 	 
	 	 	 	 	 
	 	 	Michael J. Webb	 	 







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