Incentive Plan



 Exhibit 10.28 
 SALIENT SURGICAL TECHNOLOGIES, INC. 
 2008 INCENTIVE 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 Stock-based and other incentive Awards. The Plan amends and restates the Amended and Restated 1999 Employee Incentive Plan (the “1999 Plan”) , and reflects the
merger of the 2003 Directors and Advisors Stock Option and Restricted Stock Plan (the “2003 Director Plan”) into the 1999 Plan effective immediately prior to the Effective Date (as defined in Section 11(c) below). 
  

	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. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator will exercise its discretion consistent
with qualifying the Award for that exception. 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. The maximum number of shares of Stock that may be delivered in
satisfaction of Awards under the Plan (including shares of Stock issued on or after the Effective Date (as defined in Section 11(c) below) in satisfaction of awards made under the 1999 Plan or the 2003 Directors Plan prior to the Effective
Date) shall be the sum of: (i)                          and (ii) as of the first day of each of fiscal 2009 through
fiscal 2014, inclusive, an additional number of shares equal to the least of (x) 2,000,000 shares; (y) 5% of the number of shares of Stock outstanding on a fully diluted basis as of the first day of the applicable fiscal year; and
(z) such smaller number as may be determined by the Administrator. The maximum number of shares of Stock that may be delivered in satisfaction of ISOs shall be the total number of shares of Stock available under the Plan pursuant to this
Section 4(a)(i). The number of shares of Stock delivered in satisfaction of Awards shall, for purposes of the preceding two sentences, be determined net of shares of Stock withheld by the Company in payment of the exercise price of 








 
the Award or in satisfaction of tax withholding requirements with respect to the Award. The limits set forth in this Section 4(a) shall be construed to
comply with Section 422. For the avoidance of doubt, shares of Stock that remain unissued under an Award (including for this purpose an award under the 1999 Plan or the 2003 Director Plan that is outstanding immediately prior to the Effective
Date) that expires or terminates shall not be treated as shares of Stock issued in satisfaction of the Award for purposes of the first sentence of this Section 4(a). To the extent consistent with the requirements of Section 422 and with
other applicable legal requirements (including applicable stock exchange requirements), Stock issued under awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of
shares available for 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. 
 (c) Section 162(m) Limits. The maximum number of shares of Stock for which Stock Options may be granted to any person in any calendar year and the maximum number of shares of Stock subject to SARs granted to any person in
any calendar year will each be the total number of shares of Stock available under the Plan pursuant to Section 4(a)(i) above. The maximum number of shares subject to other Awards granted to any person in any calendar year will be the total
number of shares of Stock available under the Plan pursuant to Section 4(a) above. The maximum amount payable to any person in any year under Cash Awards will be $2,000,000. The foregoing provisions will be construed in a manner consistent with
Section 162(m). 
  

	5.	ELIGIBILITY AND PARTICIPATION 

 The Administrator
will select Participants from among those key Employees and 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; provided, that, subject to such express exceptions, if any, as the Administrator may establish, eligibility shall be further limited to those persons as to whom the use of a Form S-8 registration statement is
permissible. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. In addition, SARS and
Stock Options which are not ISOs shall only be issued to Participants with respect to whom the Stock subject to such Awards constitutes “service recipient stock” under Section 409A and the regulations promulgated thereunder.

  

 -2- 









	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. By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant agrees to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the
contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the
Administrator. 
 (2) Term of Plan. No Awards may be made after ,
                     2018, but previously granted Awards may continue beyond that date in accordance with their terms. 
 (3) Transferability. Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the second sentence of
this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides in accordance with
the second sentence of this Section 6(a)(3), other Awards requiring exercise) may be exercised only by the Participant. The Administrator may permit Awards other than ISOs to be transferred by gift, subject to such limitations as the
Administrator may impose. 
 (4) Vesting, Etc. The Administrator may determine the time or times at which an Award will vest or
become exercisable and the terms on which an Award requiring exercise 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, however, the following rules will apply: immediately upon the cessation of the Participant’s Employment, each Award
requiring exercise that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and all other Awards that are then held by the Participant or by the
Participant’s permitted transferees, if any, to the extent not already vested will be forfeited, except that: 
 (A)
subject to (B) and (C) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then
exercisable, will remain exercisable for the lesser of (i) a period of 90 days or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will
thereupon terminate; 
 (B) all Stock Options and SARs held by a Participant or the Participant’s permitted transferees,
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 or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate; and 
  


 -3- 








 (C) all Stock Options and SARs
held by a Participant or the Participant’s permitted transferees, 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 which cast such discredit on the Participant as to justify immediate termination of the Award. 
 (5) 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). 
 (6) 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. Any entitlement to
dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A. 
 (7) 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 for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant. 
 (8) Section 162(m). This Section 6(a)(8) applies to any Performance Award intended to qualify as performance-based for the purposes of Section 162(m) other than a Stock Option or SAR. In the case of any
Performance Award to which this Section 6(a)(8) applies, the Plan and such Award will be construed to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. With respect to such Performance
Awards, the Administrator will preestablish, in writing, one or more specific Performance Criteria no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to
qualify the Award as performance-based under Section 162(m)). Prior to grant, vesting or payment of the Performance Award, as the case may be, the Administrator will certify whether the applicable Performance Criteria have been attained and
such determination will be final and conclusive. No Performance Award to which this Section 6(a)(8) applies may be granted after the first meeting of the stockholders of the Company held in
                     until the listed performance measures set forth in the definition of “Performance Criteria” (as originally approved or
as subsequently amended) have been resubmitted to and reapproved by the stockholders of the Company in accordance with the requirements of Section 162(m) of the Code, unless such grant is made contingent upon such approval. 
  

 -4- 








 (9) Coordination with Other Plans. Awards under the Plan may be granted in tandem with, or
in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates. For example, but without limiting the generality of the foregoing, awards under other
compensatory plans or programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered shall be treated as awarded under the
Plan (and shall reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4). In any case where an award is made under another plan or program of the Company or its Affiliates and such
award is intended to qualify for the performance-based compensation exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both
the other plan or program and under the Plan shall be applied to the Plan as necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto.

 (10) Section 409A. Each Award shall contain such terms as the Administrator determines, and shall be construed and
administered, such that the Award either (i) qualifies for an exemption from the requirements of Section 409A, or (ii) satisfies such requirements. 
 (11) Certain Requirements of Corporate Law. Awards shall be granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to
be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator. 
 (b) Awards Requiring Exercise 
 (1) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder 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. 
 (2) Exercise Price. The exercise price (or the base
value from which appreciation is to be measured) of each Award requiring exercise shall be 100% (in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the fair market value
of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant. No such Award, once granted, may be repriced other than in accordance with the applicable
stockholder approval requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading. Fair market value shall be determined by the Administrator consistent with the applicable requirements of
Section 422 and Section 409A. 
  

 -5- 








 (3) Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by
payment, payment of the exercise price shall be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (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) through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means
acceptable to the Administrator (including, without limitation through a net exercise), or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause
(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. 
 (4) Maximum Term. Awards requiring exercise will have a maximum term not to exceed ten (10) years from the date of grant. 

 

	7.	EFFECT OF CERTAIN TRANSACTIONS 

 (a) Mergers,
etc. Except as otherwise provided in an Award, the following provisions shall apply in the event of a Covered Transaction: 
 (1) Assumption or Substitution. If the Covered Transaction is one 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. 
 (2)
Cash-Out of Awards. If the Covered Transaction is one in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the Administrator may provide for payment (a
“cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the
Administrator in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of an SAR, the
aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator
determines; provided, that the Administrator shall not exercise its discretion under this Section 7(a)(2) with respect to an Award or portion thereof providing for “nonqualified deferred compensation” subject to
Section 409A in a manner that would constitute an extension or acceleration of, or other change in, payment terms if such change would be inconsistent with the applicable requirements of Section 409A. 
  

 -6- 








 (3) Acceleration of Certain Awards. If the Covered Transaction (whether or not there is an
acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, each Award requiring exercise will become fully exercisable, and the delivery of any shares of Stock remaining deliverable under each outstanding Award
of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated and such shares will be delivered, prior to the Covered Transaction, in each case on a basis that gives the holder
of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction; provided, that to the
extent acceleration pursuant to this Section 7(a)(3) of an Award subject to Section 409A would cause the Award to fail to satisfy the requirements of Section 409A, the Award shall not be accelerated and the Administrator in lieu
thereof shall take such steps as are necessary to ensure that payment of the Award is made in a medium other than Stock and on terms that as nearly as possible, but taking into account adjustments required or permitted by this Section 7,
replicate the prior terms of the Award. 
 (4) Termination of Awards Upon Consummation of Covered Transaction. Each Award will
terminate upon consummation of the Covered Transaction, other than the following: (i) Awards assumed pursuant to Section 7(a)(1) above; (ii) Awards converted pursuant to the proviso in Section 7(a)(3) above into an ongoing right
to receive payment other than Stock; and (iii) outstanding shares of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to Section 7(a)(5) below). 
 (5) Additional Limitations. Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or
Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was
subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. In the case of Restricted Stock that does not vest in connection with the Covered Transaction, 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 Stock 
 (1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split),
recapitalization or other change in the Company’s capital structure, the Administrator shall make appropriate adjustments to the maximum number of shares specified in Section 4(a) that may be delivered under the Plan and to the maximum
share limits described in Section 4(c), and shall 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. 
  

 -7- 








 (2) Certain Other Adjustments. The Administrator may also make adjustments of the type
described in Section 7(b)(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, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation
rules of Section 162(m), where applicable. 
 (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 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. 
  

 -8- 









	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 materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved
the right to do so at the time of the Award. Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as
determined by the Administrator. 
  

	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.	MISCELLANEOUS 

 (a) Waiver of Jury
Trial. By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent,
instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an
Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce
the foregoing waivers. 
 (b) Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the
Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of
an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that
nothing in this Section 11(b) shall limit the ability of the Administrator or the Company to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional
tax. 
 (c) Effective Date; Effect on Awards Made Under the 1999 Plan and the 2003 Director Plan. The amendment and restatement
of the 1999 Plan and the 2003 Director Plan shall take effect upon the consummation of the public offering of the Stock or at such earlier 

  

 -9- 








 
time as the Administrator may determine (the “Effective Date”). No further awards shall be made under the 1999 Plan or the 2003 Director Plan (as
in effect prior to this amendment and restatement) on or after the Effective Date, but awards outstanding under those plans shall continue in accordance with their terms. For the avoidance of doubt, awards made under the 1999 Plan and the 2003
Director Plan prior to the Effective Date shall be governed by the terms of the 1999 Plan and the 2003 Director Plan, respectively, AS IN EFFECT AT THE TIME OF GRANT; provided, that except in the case of ISOs granted under the 1999 Plan, the
post-termination provisions of Section 6(a)(4) above shall apply (if more favorable to the optionee than the corresponding terms of the 1999 Plan) to any exercise of a stock option granted under the 1999 Plan. 
  

	12.	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
(i) such limitations on the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) 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. 
  

 -10- 








 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 Compensation Committee, except that the Compensation
Committee may delegate (i) to one or more of its members such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant rights or options to the extent permitted by
Section 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding sentence, the
term “Administrator” shall include the person or persons so delegated to the extent of such delegation. 
 “Affiliate”: Any corporation or other entity that stands in a relationship to the Company that would result in the Company and such corporation or other entity being treated as one employer under Section 414(b) and
Section 414(c) of the Code. 
 “Award”: Any or a combination of the following: 
 (i) Stock Options. 
 (ii) SARs. 
 (iii) Restricted Stock. 
 (iv) Unrestricted Stock. 
 (v) Stock Units, including Restricted Stock Units. 
 (vi) Performance Awards. 
 (vii) Cash Awards. 
 (viii) Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on Stock. 
 “Board”: The Board of Directors of the Company. 
 “Cash Award”: An Award denominated in cash.

  

 -11- 








 “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. 
 “Compensation Committee”: The Compensation Committee of
the Board. 
 “Company”: Salient Surgical Technologies, Inc. 
 “Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including a
sale or other disposition of stock, 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. 
 “Employee”: Any person who is employed by the Company or an Affiliate. 
 “Employment”: A Participant’s employment or other service relationship 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 employment or other 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. 
 “ISO”: A Stock Option intended to be an
“incentive stock option” within the meaning of Section 422. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is
expressly designated as an ISO. 
 “Participant”: A person who is granted an Award under the Plan. 
 “Performance Award”: An Award subject to Performance Criteria. The Committee in its discretion may grant Performance Awards that are
intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify. 
 “Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, 

  

 -12- 








 
exercisability, vesting or full enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation exception
under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined
either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any
portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios
or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and
strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the
Administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the
Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example,
but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria. 
 “Plan”: The Salient Surgical Technologies, Inc. 2008 Incentive Plan as from time to time amended and in effect. 
 “Restricted Stock”: Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied. 
 “Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the
satisfaction of specified performance or other vesting conditions. 
 “SAR”: A right entitling the holder upon exercise to
receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured.

 “Section 409A”: Section 409A of the Code. 
 “Section 422”: Section 422 of the Code. 
 “Section 162(m)”: Section 162(m) of the Code. 
  

 -13- 








 “Stock”: Common Stock of the Company, par value $ 0.01 per share. 
 “Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price. 
 “Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock
in the future. 
 “Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award. 
  

 -14- 








 CALIFORNIA SUPPLEMENT 
 Pursuant to Section 12 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 Administrator 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. 
  

 -15-