VP Research Employment Agreement

EXHIBIT 10.18

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the " Agreement" ) is made effective as of , 2006 (the " Effective Date" ), by and between Northstar Neuroscience, Inc. (" Northstar" ) and Bradford E. Gliner (" Employee" ).

The parties agree as follows:

1. Employment . Northstar has employed Employee since June 1999. Employee has requested that Northstar provide him with additional benefits provided in this Agreement, and Employee hereby accepts continued employment upon the terms and conditions set forth herein.

2. Duties .

2.1 Position . Employee is employed as Vice President, Research, reporting to the Chief Executive Officer and the Northstar Board of Directors (the " Board" ), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time. 2.2 Best Efforts; Full-time . Employee shall faithfully and diligently perform all duties assigned to him. Employee will expend his best efforts on behalf of Northstar, and will abide by all policies and decisions made by Northstar, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Northstar at all times. Employee shall devote his full business time and efforts to the performance of his assigned duties for Northstar, unless Employee notifies Northstar in advance of his intent to engage in other paid work and receives Northstar' s express written consent to do so.

2.3 Covenant Not to Compete . Except with the prior written consent of Northstar, Employee will not, during the term of this Agreement and for a period of six (6) months after the termination of this Agreement, compete with Northstar, either directly or indirectly, in any manner or capacity, as advisor, principal, agent, affiliate, promoter, partner, officer, director, employee, shareholder, owner, co-owner, consultant, or any member of any association or otherwise, in any phase of the business, including without limitation, the developing, manufacturing and/or marketing of products or services that are in the same field of use or that otherwise compete with the products or services or proposed products or services of Northstar.

2.4 Work Location . Employee' s principal place of work shall be located in Seattle, Washington, or such other location as the parties may agree from time to time.

3. Term . The term of this Agreement shall begin on the Effective Date and shall continue until it is terminated pursuant to Section 7 herein (the " Term" ). 4. Compensation .

4.1 Base Salary . As compensation for Employee' s performance of his duties hereunder, Northstar shall pay to Employee a base salary of one hundred eighty thousand one hundred eighty-one dollars ($180,181) per year, payable in accordance with Northstar' s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. 4.2 Performance and Salary Review . Northstar may periodically review Employee' s performance. Adjustments to salary or other compensation, if any, will be made by Northstar in its sole and absolute discretion.

4.3 Employment Taxes . All of Employee' s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by Northstar.

5. Customary Fringe Benefits . Employee will be eligible for all customary and usual fringe benefits generally available to senior executives of Northstar, subject to the terms and conditions of Northstar' s benefit plan documents. Northstar reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee.

6. Business Expenses . Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of Northstar. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with Northstar' s policies.

7. Termination . 7.1 At-Will Employment . Either Employee or Northstar shall have the right to terminate the employment relationship at any time, with or without cause or advance notice. It is expressly understood that the employment relationship is at-will, and nothing in this Agreement alters such at-will employment relationship. Any change to this at-will employment relationship must be by a separate, specific, written agreement signed by Employee and an authorized representative of Northstar.

7.2 Termination for Cause by Northstar . Northstar may terminate Employee' s employment immediately at any time for Cause, with or without advanced notice. For purposes of this Agreement, " Cause" is defined as a good faith determination of the Board, in its sole and absolute discretion, of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Employee; (b) Employee' s material breach of this Agreement or the confidentiality and inventions agreement between Northstar and Employee (the " Confidentiality Agreement" ); (c) Employee' s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee' s willful or habitual neglect of duties; (e) Employee' s failure to perform the essential functions of his position, with or without reasonable accommodation, due to a mental or physical disability; (f) sustained unsatisfactory performance; or (g) Employee' s death. In the event Employee' s employment is terminated in accordance with this Section 7.2, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Northstar shall have no further or other obligations to Employee pursuant ...