This Employment Agreement is effective as of December 15, 2002, between Intraop Medical, Inc. ("Employer")
and Howard Solovei ("Employee").
A. Employer desires to obtain the association and services of Employee in order to utilize the skills and abilities of
Employee and is therefore willing to engage Employee's services on the terms and conditions set forth below.
B. Employee desires to become associated with Employer and obtain the benefits of such association and is
willing to do so on the following terms and conditions.
In consideration of the above recitals and of the mutual promises and conditions in the Agreement, it is agreed as
1. Term. Employer agrees to employ Employee and Employee hereby accepts such employment, in accordance
with the terms of this Agreement, commencing January 6, 2003 and ending December 31, 2005, unless this
Agreement is earlier terminated as provided herein. Provided, however, that unless Employer or Employee gives
notice to the other party to the contrary at least 60 days prior to December 31 of each year beginning December
31, 2005, the term of this Agreement shall automatically be extended for an additional term of one year from its
then termination date.
2. Compensation and Benefits.
a. Employer shall pay Employee an initial salary at the rate of $135,000 per year, payable semi-monthly. The
Board of Directors shall review Employee's salary and benefits then being paid to Employee not less frequently
than every twelve (12) months. Following such review, Employer may, in its discretion increase (but shall not be
required to increase) the salary or any other benefits of Employee. In addition, Employer may provide additional
incentive bonuses to Employee at certain levels of productivity or profitability, to be determined at the sole
discretion of Employer's Board of Directors.
b. During the term of employment, Employee shall be entitled to receive all benefits of employment general