Form of Change of Control Agreement For Officers

Exhibit 10.7

ACCLARENT, INC.

CHANGE OF CONTROL SEVERANCE AGREEMENT This Change of Control Severance Agreement (the " Agreement" ) is made and entered into by and between (" Employee" ) and Acclarent, Inc. (the " Company" ), effective as of , 2008 (the " Effective Date" ).

RECITALS

1. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other Change of Control. The Board of Directors of the Company (the " Board" ) recognizes that such consideration can be a distraction to Employee and can cause Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

2. The Board believes that it is in the best interests of the Company and its stockholders to provide Employee with an incentive to continue his or her employment and to motivate Employee to maximize the value of the Company upon a Change of Control for the benefit of its stockholders. 3. The Board believes that it is imperative to provide Employee with certain benefits upon a Change of Control and with certain severance benefits upon Employee' s termination of employment following a Change of Control. These benefits will provide Employee with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

4. Certain capitalized terms used in the Agreement are defined in Section 5 below. AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Term of Agreement . This Agreement will terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2. At-Will Employment . The Company and Employee acknowledge that Employee' s employment is and will continue to be at-will, as defined under applicable law. If Employee' s employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, Employee will not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement or under the terms of any written formal employment agreement or fully executed offer letter between the Company and Employee (an " Employment Agreement" ).

3. Severance Benefits . (a) Involuntary Termination Within Twelve Months Following a Change of Control . If within twelve (12) months following a Change of Control, (i) the Company (or any parent or subsidiary of the Company) terminates Employee' s employment without Cause or (ii) Employee terminates Employee' s employment with the Company (or any parent or subsidiary of the Company) for Good Reason, then, subject to Subsections 3(c) and 3(d) below, Employee will receive the following:

(i) Continuing payments of severance pay at a rate equal to Employee' s base salary rate (less applicable withholding taxes), (as in effect immediately prior to (A) the Change of Control, or (B) Employee' s termination, whichever is greater), for [ENTER six (6) OR twelve (12)] months from the date of such termination of employment, to be paid periodically in accordance with the Company' s normal payroll policies; and

(ii) If Employee elects to continue his or her medical coverage under Title X of the Consolidated Budget Reconciliation Act of 1985 (" COBRA" ), the Company will reimburse the cost of COBRA coverage for Employee and Employee' s eligible dependents for [ENTER six (6) OR twelve (12)] months following the date of Employee' s termination of employment with the Company (or if earlier, until Employee ceases to be eligible for COBRA).

(b) Termination without Cause Prior to a Change of Control or After Twelve Months Following a Change of Control . If prior to a Change of Control or after twelve (12) months following a Change of Control, (i) the Company (or any parent or subsidiary of the Company) terminates Employee' s employment without Cause or (ii) Employee terminates employment with the Company (or any parent or subsidiary of the Company) for Good Reason, then Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under other written agreements with the Company, including, without limitation, any Employment Agreement.

(c) Release of Claims Agreement . The receipt of any severance pay or other benefits pursuant to Subsection 3(a) above will be subject to Employee signing and not revoking a release of claims agreement with the Company in a form acceptable to the Company and such release becoming effective no later than March 15 of the calendar year following the calendar year in which such termination occurs. No such severance pay or other benefits will be paid or provided until the release of claims agreement becomes effective, and any severance amounts or benefits otherwise payable between the date of Employee' s termination and the date of such release becomes effective shall be paid on the effective date of such release.

(d) Non-solicitation and Non-competition . Employee agrees, to the extent permitted by applicable law, that in the event Employee receives severance pay or other benefits pursuant to Subsection 3(a) above, for the [ENTER six (6) OR twelve (12)] consecutive month period immediately following the date of Employee' s termination, Employee, as a condition to receipt of severance pay and benefits under Subsection 3(a), will not (i) either directly or indirectly, solicit, induce, recruit, or encourage any employee of the Company to leave his employment either for Employee or for any other entity or person, or (ii) without the express written consent of the


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Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph.

The covenants contained in this Subsection 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Subsection 3(d). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Subsection 3(d) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law. (e) Timing of Severance Payments . The Company will pay the severance payments to which Employee is entitled as salary continuation on the same basis and timing as in effect immediately prior to the Change of Control. If Employee should die before all amounts have been paid, such unpaid amounts will be paid in a lump-sum payment (less any withholding taxes) to Employee' s designated beneficiary, if living, or otherwise to the personal representative of Employee' s estate.

(f) Voluntary Resignation; Termination For Cause . If Employee' s employment with the Company terminates (i) voluntarily by Employee (except upon a termination for Good Reason within twelve (12) months following a Change of Control) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under other written agreements with the Company, including, without limitation, any Employment Agreement.

(g) Disability; Death . If the Company terminates Employee' s employment as a result of Employee' s Disability, or Employee' s employment terminates due to his or her death, then Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company' s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement. (h) Exclusive Remedy . In the event of a termination of Employee' s employment with the Company (or any parent or subsidiary of the Company), the provisions of this Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to whic ...