SEPARATION AGREEMENT AND GENERAL RELEASE
1. This agreement ("Agreement") is made between Scott Mestman ("Employee") and Intraop Medical
Corporation ("Company") and their owners, agents, officers, shareholders, employees, directors, attorneys,
subscribers, subsidiaries, affiliates, successors, assigns and co-employer TriNet HR Corporation ("Releasees").
2. Employee is terminated from Company's employment effective the end of business day on July 2, 2008.
Releasees and Employee desire to conclude the termination in an amicable way and outline conditions for which
separation compensation may be paid.
3. Company agrees to pay Employee continuing salary and non-recoverable draw, including current benefits and
benefit subsidies, through September 30, 2008, less all applicable state and federal payroll deductions. Employee
will further be entitled to the compensation shown on Exhibit A. This amount will be paid after the time for
revoking this Agreement, as described in Section 13 below, has expired. Employee acknowledges that Employee
is receiving the compensation outlined in this section in consideration for waiving Employee's right to claims
referred to in this Agreement and that Employee would not otherwise be entitled to payment in the manner
4. Employee acknowledges receipt of all wages owed and, in exchange for the compensation set forth in
paragraph 3, forever gives up, waives and releases any and all claims, charges, complaints, grievances or
promises of any and every kind Employee may have up to the date of this Agreement against Releasees and
related persons, including any and all claims for wages, overtime wages, PTO/vacation payments, wage and hour
penalties, unreimbursed expenses, age discrimination, race or national origin discrimination, physical handicap and
medical condition discrimination, breach of contract or wrongful termination from employment under California
and federal laws, including but not limited to the United States Civil Rights Act