This Agreement is effective as of the 14th day of February, 2001, by and between Richard E. Davis (the
"Executive") and NMT Medical, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company wishes to employ the Executive as the Vice President and Chief Financial Officer of
the Company under the terms and conditions set forth below; and
WHEREAS, the Executive wishes to accept such employment under those terms and conditions;
NOW, THEREFORE, in consideration of the provisions and mutual covenants contained in this Agreement and
for other good and valuable consideration, the Company and the Executive (the "Parties") agree as follows:
1. TERM OF EMPLOYMENT.
The Company agrees to employ the Executive, and the Executive agrees to serve, on the terms and conditions of
this Agreement, for a period commencing as of the date hereof (the "Effective Date") and ending on February 14,
2004, or such shorter period as may be provided for herein. The employment term described above is hereinafter
referred to as the "Employment Term". The Employment Term may be extended only in writing signed by both
the Company and the Executive.
2. POSITION, DUTIES, RESPONSIBILITIES.
During the Employment Term, the Executive shall serve as Vice President and Chief Financial Officer of the
Company. In such capacity, the Executive shall report to the President and Chief Executive Officer of the
Corporation (the "President") and shall perform such duties and have such responsibilities of an executive nature
as are set forth in the Company's Amended and Restated By-Laws, as amended from time to time (the "By-
Laws"), and as are customarily performed by a person holding such office, it being recognized that the
Executive's duties and responsibilities, consistent with his titles hereunder, may be changed by the Board of
Directors of the Company (the "Board of Directors") from time to time. The Executive shall devote his full
business time and attention to the performance of hi