0001104659-05-005645 Sample Contracts

NEUROMETRIX, INC. CONFIDENTIALITY & NON-COMPETE AGREEMENT
Non-Compete Agreement • February 11th, 2005 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Massachusetts

In consideration of and as a condition to my employment, or if now employed in consideration of and as a condition to my continued employment, by NeuroMetrix, Inc. (the “Company”), the granting of shares of common, no par value stock of the Company, and the compensation now and hereafter paid to me by the Company and other good and valuable consideration, the sufficiency of which I hereby acknowledge, I hereby execute this Confidentiality & Non-Compete Agreement (the “Agreement”) and agree to the following:

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE NEUROMETRIX, INC. 2004 STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement • February 11th, 2005 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus

Pursuant to the NeuroMetrix, Inc. 2004 Stock Option Incentive Plan (the “Plan”) as amended through the date hereof, NeuroMetrix, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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