Exhibit 10.6
r1~aSYSTEMSAugust 21, 2019Allan Will414 Sand Hill CircleMenlo Park, CA 94025Re: Executive Ch~?irman positionDear Allan,This letter confirms our offer to you to become the Executive Chairman of EBR SystemsInc., a Delaware corporation (the "Company"). In this role, you will serve as Chairman of theCompany's Board of Directors (the "Board"). We look forward to your continued guidance andleadership.Your new position is effective as of June 17, 2019, the start date of EBR's new ChiefExecutive Officer. You will continue as an employee of the Company in this new position.include:Duties and Obligations. Your duties and obligations as Executive Chairman willa. Attendance and participation at meetings of the Board of Directors andany Board committees of which you are a member.b. Acting as chairman for meetings of the Board, and working withmanagement and other Board members to prepare the agenda for such meetings.strategy.matters.c. Leading the Board's efforts on Company fundraising and partnershipd. Assisting in the onboarding of the new CEO and related transitionale. Consulting and advisory meetings with the CEO and/or the Company'ssenior managers.2. Compensation. Your compensation in this position will be $100,000 per yearand may be subject to periodic review and adjustment by the Board. The compensation will bepaid as follows,a. Cash Compensation. You will be paid a monthly salary, which willinitially be $2,712.67 (equivalent to $32,552 on an annualized basis).b. Equity Compensation. The balance of your $100,000 compensation forthe 24 months of your services after June 17, 2019 will be paid in the form of securities issued in480 Oakmead Parkway ?Sunnyvale, CA 94085 ?Tel: 408.720.1906 Fax: 408.720.1996204288265 v4
the Company's upcoming convertible note and warrant financing. Accordingly, the Companywill issue you a convertible note as part of the financing in the principal amount of $134,896(which is $200,000 minus two years of salary equal to $65,104). This will be applied towardyour overall pro rata investment in the financing. The securities will vest on a quarterly basisover the next twenty-four months, subject to your continued service as Executive Chairman, andsubject to repurchase by the Company of the unvested portion upon a termination of your serviceas Executive Chairman, Upon mutual agreement and subject to Board approval, a similararrangement may be implemented for your service after June 2021, utilizing the most recentfinancing securities issued by the Company. We encourage you to consult with. your tax adviseras to the tax implications to you of this arrangement.3, Stock Option Grant. In connection with the commencement of your position asExecutive Chairman, the Company will grant you an option to purchase shares of the Company'sCommon Stock ("Shares") that will give you a total position of unvested option shares(including your existing unvested options) equivalent to 2.05% of the fully-diluted capitalizationof the Company, immediately after the next financing currently in process. The new option willhave an exercise price equal to the fair market value on the date of the grant. The option sharesfor the new option will vest at the rate of 1/48`" of the total number of Shares per month. Vestingwill, of course, depend on your continued service with the Company. The option will be a non-qualified option under the tax code and will be subject to the terms of the Company's 2013Equity Incentive Plan and the Stock Option Agreement between you and the Company.In light of the Company's commitment to grant you the new stock option referenced inthe above paragraph, we have agreed that your existing option that is not yet fully vested (#OPT-64-2-NSO) will cease vesting as of June 17, 2019 and the unvested portion of such option as ofJune 17, 2019 (3,084,724 shares unvested) shall be cancelled.In the event of a Change In Control (as defined in the Company's 2013 Equity IncentivePlan), 100% of the then-unvested Shares subject to any outstanding options will accelerate andbecome fully-vested (other than options that are tied to specific performance milestones).4. Expenses. You shall be reimbursed for all reasonable travel expenses that youincur for attendance at Board meetings and for any related advisory activities outside of Boaxdmeetings, subject to providing documentation required by the Company's reimbursementpolicies.5. Confidentiality and Competitive Services. As a Board member, during thecourse of your performance of services for the Company you will acquire confidentialinformation of the Company, including without limitation information regarding the Companybusiness operations, intellectual property, finances, selling techniques, customer lists, supplierlists, strategic opportunities and business strategy. By signing this letter, you hereby agree thatyou will not use or disclose any such confidential information, except as reasonably required inconnection with your Board duties or as may be required by law.In addition, as long as you remain on the Board, by signing this letter you also agree thatyou will not serve on the board of directors of, any other corporation or entity that is competitivepage 2 of 4204288265 v4
with the business of the Company (as reasonably determined in good faith by the Company'sBoard).6. Severance and Change of Control Agreement. You hereby consent to yourtransition to the position of Executive Chairman on the terms set forth in this letter, andacknowledge and agree that such change in position (and change in compensation) does notconstitute an Involuntary Termination, under your Severance and Change of Control Agreementdated July 25, 2018. Such Severance and Change of Control Agreement remains in full forceand effective until terminated in accordance with Section 6 thereof.7. Other Matters. As with all directors, your service as a director will be inaccordance with the Company's bylaws and applicable law. You will also be entitled to thecontinued benefit of the indemnification agreement that the Company has signed you.8. Entire Agreement. This offer letter and the documents referred to hereinconstitute the entire agreement and understanding of us with respect to the subject matter of thisletter, and supersede any and all prior understandings and agreements, whether oral or written,between or among the parties hereto with respect to the specific subject matter hereof.[Signature Page Follows)page 3 of 4204288265 v4
We look forward to the opportunity to work with you in this new role.Very truly yours,EBR Sy ,IncTrevor M~ n behalf of the Board ofDirectorsAgre d Accepted:~''~"' Date signed:Allan Willp,~b~ a era~oaza~xas ~a
