Amendment No. 1 to Change in Control Severance Agreement, dated as of April 19, 2023, by and between Niamh Pellegrini and the Company
Exhibit 10.6
AMENDMENT NO. 1 TO
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Change in Control Severance Agreement (the “Agreement”), dated as of April 19, 2023, by and between Niamh Pellegrini (“Executive”) and Nevro Corp. (the “Company”) is entered into effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
In consideration of the mutual covenants contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:
(a) Section 3(a) of the Agreement is hereby amended to replace the reference to “six (6) months of Executive’s base salary” therein with “twelve (12) months of Executive’s base salary”.
“(c) Equity Awards. In the event Executive’s Covered Termination is as the result of a termination of Executive’s employment by the Company other than for Cause and occurs on or before April 23, 2024, then the portion of each outstanding and unvested equity award, including, without limitation, each stock option and restricted stock unit award (but specifically excluding any performance stock units for which performance-based vesting remains), held by Executive that would vest based solely on Executive’s continued service to the Company in the subsequent eighteen (18) months following the date of the Covered Termination (such portion, the “Accelerated Portion”) shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to one hundred percent (100%) of the Accelerated Portion.”
(Signature page follows)
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IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year set forth below.
| NEVRO CORP. | |
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By: |
/s/ Roderick MacLeod |
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Title: |
CFO |
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Date: |
4/19/23 |
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| EXECUTIVE | |
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/s/ Niamh Pellegrini | |
| Niamh Pellegrini | |
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Date: |
4/6/23 |
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