Exhibit 10.1
NEVRO CORP.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into by and between D. Keith Grossman (“Executive”) and Nevro Corp. (the “Company” and, together with Executive, the “Parties”), effective as of April 24, 2023 (the “Effective Date”).
R E C I T A L S
In consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
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A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).
(Signature page follows)
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.
| NEVRO CORP. | |
| By: | /s/ Kashif Rashid |
| Title: | General Counsel |
| Date: | 4/24/23 |
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| EXECUTIVE | |
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/s/ D. Keith Grossman | |
| Name: D. Keith Grossman | |
| Date: | 4/24/23 |
Signature Page to Amended and Restated Employment Agreement
EXHIBIT A
Permitted Service Relationships Pursuant to Section 1(d) of the Agreement