2003 Directors and Advisors Stock Option and Restricted Stock Plan



 Exhibit 10.1 
 SALIENT SURGICAL TECHNOLOGIES, INC. 
 2003 DIRECTORS AND ADVISORS 
 STOCK OPTION AND RESTRICTED STOCK PLAN 
  

	1.	DEFINED TERMS 

 Exhibit A, which is incorporated by
reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 
  

	2.	PURPOSE 

 The Plan has been established to advance
the interests of the Company by providing for the grant to Participants of Restricted Stock and Stock Options (but not including “incentive stock options” within the meaning of the Code). 
  

	3.	ADMINISTRATION 

 The Administrator has discretionary
authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise
do all things necessary to carry out the purposes of the Plan. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties. 
  

	4.	LIMITS ON AWARDS UNDER THE PLAN 

 (a) Number of Shares. A maximum of 924,539 shares of Stock may be delivered in satisfaction of Awards under the Plan. 
 (b) Type of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered
under the Plan. 
  

	5.	ELIGIBILITY AND PARTICIPATION 

 The Administrator
will select Participants from among those directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and
its Affiliates. 








	6.	RULES APPLICABLE TO AWARDS 

  

	 	(a)	ALL AWARDS 

 (1) Award
Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein. 
 (2) Transferability. Except as the Administrator otherwise expressly provides, no Award may be transferred other than by will or by the laws of descent and distribution, and, during a Participant’s lifetime, except as the
Administrator otherwise expressly provides, Stock Options may be exercised only by the Participant. 
 (3)
Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares
of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law). 
 (4) Dividend Equivalents, Etc. The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award. 
 (5) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued employment or service
with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination
of employment or service for any reason, even if the termination is in violation of an obligation of the Company or Affiliate to the Participant. 
  

	 	(b)	STOCK OPTIONS 

 (1) Vesting
and Exercisability. The Administrator may determine the time or times at which a Stock Option will vest or become exercisable and the terms on which the Stock Option will remain exercisable. Without limiting the foregoing, the Administrator
may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise: immediately upon the
cessation of the Participant’s Employment the unvested portion of any Stock Option held by the Participant or the Participant’s permitted transferee, if any, will terminate and the balance, to the extent exercisable, will remain
exercisable for the lesser of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option could have been exercised without regard to this Section 6(b)(1), and will thereupon terminate subject
to the following: 
 (A) all Stock Options held by a Participant or the Participant’s permitted transferee, if any,
immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or (ii) the period
ending on the latest date on which such Stock Option could have been exercised without regard to this Section 6(b)(1), and will thereupon terminate; and 
  

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 (B) all Stock Options held by a
Participant or the Participant’s permitted transferee, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if the Administrator in its sole discretion determines that
such cessation of Employment has resulted for reasons that cast such discredit on the Participant as to justify immediate termination of the Award. 
 (2) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, a Stock Option will not be deemed to have been exercised until the Administrator receives a notice of exercise (in
form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence
that the person exercising the Award has the right to do so. 
 (3)
Exercise Price. The Administrator will determine the exercise price of each Stock Option, which will not be less than the fair market value of the Stock subject to the Stock Option determined as of the date of grant. 
 (4) Payment Of Exercise Price. Where the exercise of a Stock Option is to be accompanied by payment, the Administrator may
determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator, (i) through the delivery of shares of
Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have a fair market value equal to the exercise price, (ii) by delivery to the Company of a promissory note of the person
exercising the Stock Option, payable on such terms as are specified by the Administrator, (iii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, or (iv) by
any combination of the foregoing permissible forms of payment; and (b) where shares of Stock issued 

  

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under a Stock Option are part of an original issue of shares, the Stock Option will require that at least so much of the exercise price as equals the par
value of such shares be paid other than by delivery of a promissory note or its equivalent. The delivery of shares in payment of the exercise price under clause (a)(i) above may be accomplished either by actual delivery or by constructive delivery
through attestation of ownership, subject to such rules as the Administrator may prescribe. 
  

	 	(c)	RESTRICTED STOCK 

 (1) Grant
or Sale. The Administrator may grant or sell Restricted Stock to any Participant (including, but not limited to, upon exercise of Stock Options) on such conditions and restrictions and for such purchase price, if any, as the Administrator
determines. 
 (2) Payment. Awards of Restricted Stock may be made in exchange for past services or other lawful
consideration. 
 (3) Risk of Forfeiture. Except as otherwise determined by the Administrator, upon termination
for any reason, including death, of a Participant’s Employment with the Company the Company will have the right (but not the obligation) to reacquire any shares of Restricted Stock outstanding at the time of death at the Participant’s
original purchase price, if any, for such shares. If there is no purchase price, then the Restricted Stock will be forfeited upon such termination. 
 (4) Rights as Shareholder. Subject to the other provisions of this Section 6(c), a Participant will have all the rights of a shareholder with respect to shares of Restricted Stock granted or sold to
the Participant hereunder. 
  

	7.	EFFECT OF CERTAIN TRANSACTIONS 

  

	 	(a)	MERGERS, ETC. 

 Except as otherwise provided in an
Award, in the event of a Covered Transaction in which there is an acquiring or surviving entity, the Administrator may provide for the assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the
acquiror or survivor or an affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as the Administrator determines. In the absence of such an assumption or if there is no substitution, except as otherwise
provided in the Award each Stock Option will become fully exercisable prior to the Covered Transaction on a basis that gives the holder of the Stock Option a reasonable opportunity, as determined by the Administrator, to participate as a stockholder
in the Covered Transaction following exercise, and the Stock Option 

  

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will terminate upon consummation of the Covered Transaction. In the case of Restricted Stock, the Administrator may require that any amounts delivered,
exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

  

	 	(b)	CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK 

 (1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including reverse stock split), recapitalization or other change in the Company’s capital
structure, the Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the Plan under Section 4(a) and to the maximum share limits described in Section 4(c), and will also make
appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. 

(2) Certain Other Adjustments. The Administrator may also make adjustments of the type described in paragraph
(1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the
operation of the Plan and to preserve the value of Awards made hereunder. 
 (3) Continuing Application of Plan
Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7. 
  

	8.	LEGAL CONDITIONS ON DELIVERY OF STOCK 

 The Company
will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the
issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to
be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company
may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require 

  

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that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending lapse of the applicable restrictions. 
  

	9.	AMENDMENT AND TERMINATION 

 The Administrator may at
any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly
provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do
so at the time of the Award. 
  

	10.	OTHER COMPENSATION ARRANGEMENTS 

 The existence of
the Plan or the grant of any Award will not in any way affect the Company’s right to Award a person bonuses or other compensation in addition to Awards under the Plan. 
  

	11.	ESTABLISHMENT OF SUB-PLANS 

 The Board may from time
to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth such
additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to
Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction that is not affected. 
 Approved by the Board of Directors on July 15, 2003. 
 Ratified by the Board of Directors on July 15,
2004. 
 Amended by the Board of Directors on October 26, 2005. 
 Amended by the Board of Directors on April 25, 2007. 
 Amended by the Board of Directors on June 10, 2008.

  

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 EXHIBIT A 
 Definition of Terms 
 The following terms, when used in the Plan, will have the meanings and
be subject to the provisions set forth below: 
 “Administrator”: The Board or, if one or more has been appointed, the
Committee. The Administrator may delegate ministerial tasks to such persons as it deems appropriate. 
 “Affiliate”: Any
corporation or other entity owning, directly or indirectly, 50% or more of the outstanding Stock of the Company, or in which the Company or any such corporation or other entity owns, directly or indirectly, 50% of the outstanding capital stock
(determined by aggregate voting rights) or other voting interests. 
 “Award”: Either or both of the following: 

 

	 	(i)	Stock Options. 

  

	 	(ii)	Restricted Stock. 

 “Board”: The Board of
Directors of the Company. 
 “Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or
any successor statute as from time to time in effect. 
 “Committee”: One or more committees of the Board. 
 “Company”: Salient Surgical Technologies, Inc. 
 “Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions in which the Company is not the surviving corporation or which results in the
acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the
Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the
Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer. 
  

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 “Employment”: A Participant’s service relationship (including service as a
director, consultant or advisor) with the Company and its Affiliates. Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a
capacity described in Section 5 to, the Company or its Affiliates. If a Participant’s service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated
when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates. 
 “Participant”: A person who is granted an Award under the Plan. 
 “Performance Criteria”:
Specified criteria the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. 
 “Plan”: The Salient Surgical Technologies, Inc. 2003 Directors and Advisors Stock Option and Restricted Stock Plan as from time to time amended and in effect. 
 “Restricted Stock”: An Award of Stock for so long as the Stock remains subject to restrictions requiring that it be redelivered or
offered for sale to the Company if specified conditions are not satisfied. 
 “Stock”: Common Stock of the Company, par
value $ .01 per share. 
 “Stock Options”: Options entitling the recipient to acquire shares of Stock upon payment of
the exercise price. 
  

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 CALIFORNIA SUPPLEMENT 
 Pursuant to Section 13 of the Plan, this supplement has been adopted for purposes of satisfying the requirements of Section 25102(o) of the
California Corporations Code, to the extent applicable. This supplement may be amended by the Board without the approval of the Company, as necessary or desirable to comply with California law. Any awards granted under the Plan to a Participant who
is a resident of the State of California on the date of grant (a “California Participant”) shall be subject to the following additional limitations, terms and conditions, to the extent applicable: 
 1. Maximum Duration of Awards. No Award granted to a California Participant will be for a term in excess of 10 years. 
 2. Minimum Conversion Period Following Termination. Unless the employment of a California Participant holding an otherwise vested Stock Option is
terminated for Cause, in the event of termination of employment of such Participant, he or she shall have the right to exercise the vested Stock Option as follows: (i) for a period of at least six months from the date of termination, if
termination was caused by such Participant’s death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) and (ii) for a period of at least 30 days from the date of termination, if
termination was caused other than by such Participant’s death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code), but in no event later than the latest date on which such Participant could
have exercised such Stock Option in the absence of a termination of employment. 
  

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