Ex-10.2 2004 Stock Incentive Plan



 





Exhibit 10.2




MAKO SURGICAL CORP.




2004 STOCK INCENTIVE PLAN

















 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. PURPOSE 
	 	 	1	 
	2. DEFINITIONS 
	 	 	1	 
	3. ADMINISTRATION OF THE PLAN 
	 	 	4	 
	3.1 Board
	 	 	4	 
	3.2 Committee
	 	 	5	 
	3.3 Grants
	 	 	5	 
	3.4 Deferral Arrangement
	 	 	6	 
	3.5 No Liability
	 	 	6	 
	4. STOCK SUBJECT TO THE PLAN 
	 	 	6	 
	5. GRANT ELIGIBILITY 
	 	 	7	 
	5.1 Employees and Other Service Providers
	 	 	7	 
	5.2 Limitations on Incentive Stock Options
	 	 	7	 
	6. AWARD AGREEMENT 
	 	 	7	 
	7. TERMS AND CONDITIONS OF OPTIONS 
	 	 	7	 
	7.1 Option Price
	 	 	7	 
	7.2 Vesting
	 	 	8	 
	7.3 Term
	 	 	8	 
	7.4 Exercise of Options on Termination of Service
	 	 	8	 
	7.5 Limitations on Exercise of Option
	 	 	9	 
	7.6 Exercise Procedure
	 	 	9	 
	7.7 right of Holders of Options
	 	 	9	 
	7.8 Delivery of Stock Certificates
	 	 	9	 
	7.9 Transferability of Options
	 	 	9	 
	7.10 Family Transfers
	 	 	10	 
	8. RESTRICTED STOCK 
	 	 	10	 
	8.1 Grant of Restricted Stock
	 	 	10	 
	8.2 Restrictions
	 	 	10	 
	8.3 Restricted Stock Certificates
	 	 	11	 
	8.4 rights of Holders of Restricted Stock
	 	 	11	 
	8.5 Termination of Service
	 	 	11	 
	8.6 Purchase and Delivery of Stock
	 	 	11	 
	9. FORM OF PAYMENT 
	 	 	12	 
	10. WITHHOLDING TAXES 
	 	 	12	 
	11. RESTRICTIONS ON TRANSFER OF SHARES OF STOCK 
	 	 	12	 
	11.1 Right of First Refusal
	 	 	12	 
	11.2 Repurchase and Other Rights
	 	 	13	 
	11.3 Installment Payments
	 	 	13	 
	11.3.1 General Rule
	 	 	13	 
	11.3.2 Exception in the Case of Stock Repurchase Right
	 	 	13	 
	11.4 Publicly Traded Stock
	 	 	13	 
	11.5 Legend
	 	 	13	 
	12. PARACHUTE LIMITATIONS 
	 	 	14	 
	13. REQUIREMENTS OF LAW 
	 	 	14	 
	13.1 General
	 	 	14	 
	13.2 Rule 16b-3
	 	 	15	 






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	 	 	Page	 
	13.3 Financial Reports
	 	 	15	 
	14. EFFECT OF CHANGES IN CAPITALIZATION 
	 	 	16	 
	14.1 Changes in Stock
	 	 	16	 
	14.2 Change of Control
	 	 	16	 
	14.3 Adjustments
	 	 	17	 
	14.4 No Limitations on Company
	 	 	17	 
	15. DURATION AND AMENDMENTS 
	 	 	17	 
	15.1 Term of the Plan
	 	 	17	 
	15.2 Amendment and Termination of the Plan
	 	 	18	 
	16. GENERAL PROVISIONS 
	 	 	18	 
	16.1 Disclaimer of Rights 
	 	 	18	 
	16.2 Nonexclusivity of the Plan 
	 	 	18	 
	16.3 Captions 
	 	 	18	 
	16.4 Other Award Agreement Provisions 
	 	 	19	 
	16.5 Number and Gender 
	 	 	19	 
	16.6 Severability 
	 	 	19	 
	16.7 Governing Law 
	 	 	19	 
	17. EXECUTION 
	 	 	20	 






MAKO 2004 Option Plan — Dec. 2004









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MAKO SURGICAL CORP.




2004 STOCK INCENTIVE PLAN




     MAKO Surgical Corp., a Delaware corporation (the “Company”), sets forth herein the terms of
its 2004 Stock Incentive Plan (the “Plan”) as follows:



1. PURPOSE




     The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability
to attract and retain highly qualified officers, directors, key employees, and other persons, and
to motivate such officers, directors, key employees, and other persons to serve the Company and its
Affiliates and to expend maximum effort to improve the business results and earnings of the
Company, by providing to such officers, directors, key employees and other persons an opportunity
to acquire or increase a direct proprietary interest in the operations and future success of the
Company. To this end, the Plan provides for the grant of stock options and restricted stock in
accordance with the terms hereof. Stock options granted under the Plan may be nonqualified stock
options or incentive stock options, as provided herein.



2. DEFINITIONS




     For purposes of interpreting the Plan and related documents (including Award Agreements), the
following definitions shall apply:



     2.1 “Affiliate” means, with respect to the Company, any company or other trade or business
that controls, is controlled by or is under common control with the Company within the meaning of
Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.



     2.2 “Award Agreement” means the stock option and restricted stock or other written agreement
between the Company and a Grantee that evidences and sets out the terms and conditions of a Grant.



     2.3 “Benefit Arrangement” shall have the meaning set forth in Section 12 hereof.



     2.4 “Board” means the Board of Directors of the Company.



     2.5 “Cause” means, as determined by the Board and unless otherwise provided in an applicable
employment agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct
in connection with the performance of duties; (ii) conviction of a criminal offense (other than
minor traffic offenses); or (iii) material breach of any term of any employment, consulting or
other services, confidentiality, intellectual property or non-competition agreements, if any,
between the Service Provider and the Company or an Affiliate.





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     2.6 “Change of Control” means (i) the dissolution or liquidation of the Company or a merger,
consolidation, or reorganization of the Company with one or more other entities in which the
Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company
to another person or entity, or (iii) any transaction (including without limitation a merger or
reorganization in which the Company is the surviving entity) which results in any person or entity
(other than persons who are shareholders or Affiliates immediately prior to the transaction) owning
50% or more of the combined voting power of all classes of stock of the Company.



     2.7 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.



     2.8 “Committee” means a committee of, and designated from time to time by resolution of, the
Board, which shall consist of one or more members of the Board.



     2.9 “Company” means MAKO Surgical Corp.



     2.10 “Disability” means the Grantee is unable to perform each of the essential duties of such
Grantee’s position by reason of a medically determinable physical or mental impairment which is
potentially permanent in character or which can be expected to last for a continuous period of not
less than 12 months; provided, however, that, with respect to rules regarding expiration of an
Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the
Grantee is unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12 months.



     2.11 “Effective Date” means December 9, 2004, the date the Plan is approved by the Board.



     2.12 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.



     2.13 “Fair Market Value” means the value of a share of Stock, determined as follows: if on
the Grant Date or other determination date the Stock is listed on an established national or
regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc., or is publicly
traded on an established securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (if there is more than one such
exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date
or such other determination date (or if there is no such reported closing price, the Fair Market
Value shall be the mean between the highest bid and lowest asked prices or between the high and low
sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the
next preceding day on which any sale shall have been reported. If the Stock is not listed on such
an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value
of the Stock as determined by the Board in good faith.





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     2.14 “Family Member” means a person who is a spouse, former spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive
relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or
employee), a trust in which any one or more these persons have more than fifty percent of the
beneficial interest, a foundation in which any one or more of these persons (or the Grantee)
control the management of assets, and any other entity in which one or more these persons (or the
Grantee) own more than fifty percent of the voting interests; provided, however, that to the extent
required by applicable law, the term Family Member shall be limited to a person who is a spouse,
former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law,
including adoptive relationships, of the Grantee or a trust or foundation for the exclusive benefit
of any one or more of these persons.



     2.15 “Grant” means an award of an Option or Restricted Stock under the Plan.



     2.16 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of
which the Board approves a Grant, (ii) the date on which the recipient of a Grant first becomes
eligible to receive a Grant under Section 5 hereof, or (iii) such other date as may be specified by
the Board.



     2.17 “Grantee” means a person who receives or holds a Grant under the Plan.



     2.18 “Incentive Stock Option” means an “incentive stock option” within the meaning of Section
422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended
from time to time.



     2.19 “Nonqualified Stock Option” means a stock option that is not an Incentive Stock Option.



     2.20 “Option” means an option to purchase one or more shares of Stock pursuant to the Plan.



     2.21 “Option Price” means the purchase price for each share of Stock subject to an Option.



     2.22 “Other Agreement” shall have the meaning set forth in Section 12 hereof.



     2.23 “Plan” means this MAKO Surgical Corp. 2004 Stock Incentive Plan.



     2.24 “Purchase Price” means the purchase price for each share of Stock pursuant to a Grant of
Restricted Stock.



     2.25 “Reporting Person” means a person who is required to file reports under Section 16(a) of
the Exchange Act.





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     2.26 “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 8
hereof, that are subject to restrictions and to a risk of forfeiture.



     2.27 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter
amended.



     2.28 “Service” means service as an employee, officer, director or other Service Provider of
the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a
Grantee’s change in position or duties shall not result in interrupted or terminated Service, so
long as such Grantee continues to be an employee, officer, director or other Service Provider of
the Company or an Affiliate.



     2.29 “Service Provider” means an employee, officer or director of the Company or an Affiliate,
or a consultant or adviser currently providing services to the Company or an Affiliate.



     2.30 “Stock” means the common stock, $.001 par value per share, of the Company.



     2.31 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of
Section 424(f) of the Code.



     2.32 “Ten-Percent Stockholder” means an individual who owns more than ten percent (10%) of the
total combined voting power of all classes of outstanding stock of the Company, its parent or any
of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of
the Code shall be applied.



3. ADMINISTRATION OF THE PLAN




     3.1 Board.



     The Board shall have such powers and authorities related to the administration of the Plan as
are consistent with the Company’s certificate of incorporation and by-laws and applicable law. The
Board shall have full power and authority to take all actions and to make all determinations
required or provided for under the Plan, any Grant or any Award Agreement, and shall have full
power and authority to take all such other actions and make all such other determinations not
inconsistent with the specific terms and provisions of the Plan that the Board deems to be
necessary or appropriate to the administration of the Plan, any Grant or any Award Agreement. All
such actions and determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in writing in
accordance with the Company’s certificate of incorporation and by-laws and applicable law. The
interpretation and construction by the Board of any provision of the Plan, any Grant or any Award
Agreement shall be final, binding and conclusive. To the extent permitted by law, the Board may
delegate its authority under the Plan to a member of the Board or an executive officer of the
Company who is a member of the Board.





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     3.2 Committee.



     The Board from time to time may delegate to one or more Committees such powers and authorities
related to the administration and implementation of the Plan, as set forth in Section 3.1 above and
in other applicable provisions, as the Board shall determine, consistent with the certificate of
incorporation and by-laws of the Company and applicable law. In the event that the Plan, any Grant
or any Award Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken by or such determination may be
made by the applicable Committee if the power and authority to do so has been delegated to the
Committee by the Board as provided for in Section 3.1. Unless otherwise expressly determined by
the Board, any such action or determination by the Committee shall be final, binding and
conclusive. To the extent permitted by law, the Committee may delegate its authority under the
Plan to a member of the Board or an executive officer of the Company who is a member of the Board.



     3.3 Grants.



     Subject to the other terms and conditions of the Plan, the Board shall have full and final
authority to:




	 	(i)	 	designate Grantees,
	 
	 	(ii)	 	determine the type or types of Grants to be made to a Grantee,
	 
	 	(iii)	 	determine the number of shares of Stock to be subject to a Grant,
	 
	 	(iv)	 	establish the terms and conditions of each Grant (including, but not limited
to, the Option Price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise, transfer,
or forfeiture of a Grant or the shares of Stock subject thereto, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock Options),
	 
	 	(v)	 	prescribe the form of each Award Agreement evidencing a Grant, and
	 
	 	(vi)	 	amend, modify, or supplement the terms of any outstanding Grant.
Notwithstanding the foregoing, no amendment, modification or supplement of any Grant
shall, without the consent of the Grantee, impair the Grantee’s rights under such
Grant.





     Such authority specifically includes the authority, in order to effectuate the purposes of the
Plan but without amending the Plan, to modify Grants to eligible individuals who are foreign
nationals or are individuals who are employed outside the United States to recognize differences in
local law, tax policy, or custom. As a condition to any Grant, the Board shall have the right, at
its discretion, to require Grantees to return to the Company Grants previously awarded under the
Plan. Subject to the terms and conditions of the Plan, any such subsequent Grant shall be upon
such terms and conditions as are specified by the Board at the time the new Grant is made. The






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Board shall have the right, in its discretion, to make Grants in substitution or exchange for
any other grant under another plan of the Company, any Affiliate, or any business entity to be
acquired by the Company or an Affiliate. The Company may retain the right in an Award Agreement to
cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in
violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality
obligation with respect to the Company or any Affiliate thereof or otherwise in competition with
the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to
the Grantee. Furthermore, the Company may annul a Grant if the Grantee is an employee of the
Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award
Agreement or the Plan, as applicable.




     3.4 Deferral Arrangement.



     The Board may permit or require the deferral of any award payment into a deferred compensation
arrangement, subject to such rules and procedures as it may establish, which may include provisions
for the payment or crediting of interest or dividend equivalents, including converting such credits
into deferred Stock equivalents and restricting deferrals to comply with hardship distribution
rules affecting 401(k) plans.



     3.5 No Liability.



     No member of the Board or of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Grant or Award Agreement.



4. STOCK SUBJECT TO THE PLAN




     Subject to adjustment as provided in Section 14 hereof and the limitation of the next
paragraph relating to Restricted Stock, the number of shares of Stock available for issuance under
the Plan shall be One Million Eight Hundred Twenty Five Thousand shares (1,825,000). All shares of
Stock issuable under the Plan may be issued as Incentive Stock Options. Stock issued or to be
issued under the Plan shall be authorized but unissued shares or, to the extent permitted by
applicable law, issued shares that have been reacquired by the Company. If any shares covered by a
Grant are not purchased or are forfeited, or if a Grant otherwise terminates without delivery of
any Stock subject thereto, then the number of shares of Stock counted against the aggregate number
of shares available under the Plan with respect to such Grant shall, to the extent of any such
forfeiture or termination, again be available for making Grants under the Plan.



     If the exercise price of any Option granted under the Plan is satisfied by tendering shares of
Stock to the Company (by either actual delivery or by attestation), only the number of shares of
Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Stock available for delivery under the Plan.





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5. GRANT ELIGIBILITY




     5.1 Employees and Other Service Providers.



     Grants (including Grants of Incentive Stock Options, subject to Section 5.2) may be made under
the Plan to any employee, officer or director of, or other Service Provider providing services to,
the Company or any Affiliate. To the extent required by applicable state law, Grants within
certain states may be limited to employees and officers or employees, officers and directors. An
eligible person may receive more than one Grant, subject to such restrictions as are provided
herein.



     5.2 Limitations on Incentive Stock Options.



     An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is
an employee of the Company or any Subsidiary of the Company or any parent of the Company; (ii) to
the extent specifically provided in the related Award Agreement; and (iii) to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock
with respect to which all Incentive Stock Options held by such Grantee become exercisable for the
first time during any calendar year (under the Plan and all other plans of the Grantee’s employer
and its affiliates) does not exceed $100,000. This limitation shall be applied by taking Options
into account in the order in which they were granted.



6. AWARD AGREEMENT




     Each Grant pursuant to the Plan shall be evidenced by an Award Agreement, in such form or
forms as the Board shall from time to time determine, which specifies the number of shares subject
to the Grant and provides for adjustment in accordance with Section 14. Award Agreements granted
from time to time or at the same time need not contain similar provisions but shall be consistent
with the terms of the Plan. Each Award Agreement evidencing a Grant of Options shall specify
whether such Options are intended to be Nonqualified Stock Options or Incentive Stock Options, and
in the absence of such specification such options shall be deemed Nonqualified Stock Options.



7. TERMS AND CONDITIONS OF OPTIONS




     7.1 Option Price.



     The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement
evidencing such Option. In the case of an Incentive Stock Option the Option Price shall not be
less than the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in
the event that a Grantee is a Ten-Percent Stockholder, the Option Price of an Incentive Stock
Option granted to such Grantee shall be not less than 110 percent of the Fair Market Value of a
share of Stock on the Grant Date. To the extent required by applicable law, in the case of a
Nonqualified Stock Option, the Option Price shall be not less than 85 percent of the





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Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that
a Grantee is a Ten-Percent Stockholder, the Option Price shall be not less than 110 percent of the
Fair Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any
Option be less than the par value of a share of Stock.




     7.2 Vesting.



     Subject to Sections 7.3 and 14.2 hereof, each Option granted under the Plan shall become
exercisable at such times and under such conditions as shall be determined by the Board and stated
in the Award Agreement. For purposes of this Section 7.2, fractional numbers of shares of Stock
subject to an Option shall be rounded down to the next nearest whole number. To the extent
required by applicable law, each Option shall become exercisable no less rapidly than the rate of
twenty percent (20%) per year for each of the first five (5) years from the Grant Date based on
continued Service. Subject to the preceding sentence, the Board may provide, for example, in the
Award Agreement for (i) accelerated exercisability of the Option in the event the Grantee’s Service
terminates on account of death, Disability or another event, (ii) expiration of the Option prior to
its term in the event of the termination of the Grantee’s Service, (iii) immediate forfeiture of
the Option in the event the Grantee’s Service is terminated for Cause or (iv) unvested Options to
be exercised subject to the Company’s right of repurchase with respect to unvested shares of Stock.



     7.3 Term.



     Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock
thereunder shall cease, upon the expiration of ten years from the Grant Date, or under such
circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option; provided, however, that in the
event that the Grantee is a Ten-Percent Stockholder, an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall not be exercisable after the expiration of five
years from its Grant Date.



     7.4 Exercise of Options on Termination of Service.



     Each Award Agreement shall set forth the extent to which the Grantee shall have the right to
exercise the Option following termination of the Grantee’s Service. Such provisions shall be
determined in the sole discretion of the Board, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.
Notwithstanding the foregoing, to the extent required by applicable law, each Option shall provide
that the Grantee shall have the right to exercise the vested portion of any Option held at
termination for at least thirty (30) days following termination of Service with the Company for any
reason (other than for Cause), and that the Grantee shall have the right to exercise the Option for
at least six (6) months if the Grantee’s Service terminates due to death or Disability.





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     7.5 Limitations on Exercise of Option.



     Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in
whole or in part, prior to the date the Plan is approved by the shareholders of the Company, or
after ten years following the Grant Date, or after the occurrence of an event referred to in
Section 14 hereof which results in termination of the Option.



     7.6 Exercise Procedure.



     An Option that is exercisable may be exercised by the Grantee’s delivery to the Company of
written notice of exercise on any business day, at the Company’s principal office, on the form
specified by the Company. Such notice shall specify the number of shares of Stock with respect to
which the Option is being exercised and shall be accompanied by payment in full of the Option Price
of the shares for which the Option is being exercised. The minimum number of shares of Stock with
respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser
of (i) 100 shares or such lesser number set forth in the applicable Award Agreement and (ii) the
maximum number of shares available for purchase under the Option at the time of exercise. The
Option Price shall be payable in a form described in Section 9.



     7.7 Right of Holders of Options.



     Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising
an Option shall have none of the rights of a shareholder (for example, the right to cash or
dividend payments or distributions attributable to the subject shares of Stock or to direct the
voting of shares of Stock) until the shares of Stock covered thereby are fully paid and issued to
such individual.



     7.8 Delivery of Stock Certificates.



     Promptly after the exercise of an Option by a Grantee and the payment in full of the Option
Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates
evidencing such Grantee’s ownership of the shares of Stock purchased upon such exercise of the
Option. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to
satisfy any requirement under this Plan for the delivery of stock certificates through the use of
book-entry.



     7.9 Transferability of Options.



     Except as provided in Section 7.10, during the lifetime of a Grantee, only the Grantee (or, in
the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may
exercise an Option. Except as provided in Section 7.10, no Option shall be assignable or
transferable by the Grantee to whom it is granted, other than by will or the laws of descent and
distribution.





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     7.10 Family Transfers.



     If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or
part of an Option that is not an Incentive Stock Option to any Family Member. For the purpose of
this Section 7.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer
under a domestic relations order in settlement of marital property rights; or (iii) unless
applicable law does not permit such transfers, a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an
interest in that entity. Following a transfer under this Section 7.10, any such Option shall
continue to be subject to the same terms and conditions as were applicable immediately prior to
transfer, and shares of Stock acquired pursuant to the Option shall be subject to the same
restrictions on transfer of shares as would have applied to the Grantee. Subsequent transfers of
transferred Options are prohibited except to Family Members of the original Grantee in accordance
with this Section 7.10 or by will or the laws of descent and distribution. The events of
termination of Service under an Option shall continue to be applied with respect to the original
Grantee, following which the Option shall be exercisable by the transferee only to the extent, and
for the periods specified in the applicable Award Agreement, and the shares may be subject to
repurchase by the Company or its assignee.



8. RESTRICTED STOCK




     8.1 Grant of Restricted Stock.



     The Board may from time to time grant Restricted Stock to persons eligible to receive Grants
under Section 5 hereof, subject to such restrictions, conditions and other terms as the Board may
determine.



     8.2 Restrictions.



     At the time a Grant of Restricted Stock is made, the Board shall establish a restriction
period applicable to such Restricted Stock. Each Grant of Restricted Stock may be subject to a
different restriction period. The Board may, in its sole discretion, at the time a Grant of
Restricted Stock is made, prescribe conditions that must be satisfied prior to the expiration of
the restriction period, including the satisfaction of corporate or individual performance
objectives or continued Service, in order that all or any portion of the Restricted Stock shall
vest. To the extent required by applicable law, the vesting restrictions applicable to a Grant of
Restricted Stock shall lapse no less rapidly than the rate of twenty percent (20%) per year for
each of the first five (5) years from the Grant Date, based on continued Service.



     The Board also may, in its sole discretion, shorten or terminate the restriction period or
waive any of the conditions applicable to all or a portion of the Restricted Stock. The Restricted
Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during
the restriction period or prior to the satisfaction of any other conditions prescribed by the Board
with respect to such Restricted Stock.





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     8.3 Restricted Stock Certificates.



     The Company shall issue, in the name of each Grantee to whom Restricted Stock has been
granted, stock certificates representing the total number of shares of Restricted Stock granted to
the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an
Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the
Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company, or the
restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided, however,
that such certificates shall bear a legend or legends that complies with the applicable securities
laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and
the Award Agreement.



     8.4 Rights of Holders of Restricted Stock.



     Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall
have the right to vote such Stock and the right to receive any dividends declared or paid with
respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be
reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock dividend, combination of
shares, or other similar transaction shall be subject to the restrictions applicable to the
original Grant.



     8.5 Termination of Service.



     Unless otherwise provided by the Board in the applicable Award Agreement, upon the termination
of a Grantee’s Service with the Company or an Affiliate, any shares of Restricted Stock held by
such Grantee that have not vested, or with respect to which all applicable restrictions and
conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted
Stock, the Grantee shall have no further rights with respect to such Grant, including but not
limited to any right to vote Restricted Stock or any right to receive dividends with respect to
shares of Restricted Stock.



     8.6 Purchase and Delivery of Stock.



     The Grantee shall be required to purchase the Restricted Stock from the Company at a Purchase
Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by
such Restricted Stock or (ii) the Purchase Price, if any, specified in the Award Agreement relating
to such Restricted Stock. The Purchase Price shall be payable in a form described in Section 9 or,
in the discretion of the Board, in consideration for past Services rendered to the Company or an
Affiliate. To the extent required by applicable law, the Purchase Price of a share of Restricted
Stock shall be not less than 85 percent of the Fair Market Value on the Grant Date of a share of
Stock; provided, however, that in the event that the Grantee is a Ten-Percent Stockholder, the
Purchase Price shall be not less than 100 percent of the Fair Market Value on the Grant Date of a
share of Stock.





- 11 -









 





     Upon the expiration or termination of the restriction period and the satisfaction of any other
conditions prescribed by the Board, having properly paid the Purchase Price, the restrictions
applicable to shares of Restricted Stock shall lapse, and, unless otherwise provided in the Award
Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions,
to the Grantee or the Grantee’s beneficiary or estate, as the case may be.



9. FORM OF PAYMENT




     Payment of the Option Price for the shares purchased pursuant to the exercise of an Option or
the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to
the Company. In addition, to the extent the Award Agreement so provides, payment of the Option
Price for shares purchased pursuant to exercise of an Option or the Purchase Price for Restricted
Stock may be made in any other form that is consistent with applicable laws, regulations and rules.



10. WITHHOLDING TAXES




     The Company or any Affiliate, as the case may be, shall have the right to deduct from payments
of any kind otherwise due to a Grantee any Federal, state, or local taxes of any kind required by
law to be withheld with respect to the vesting of or other lapse of restrictions applicable to
Restricted Stock or upon the issuance of any shares of Stock or payment of any kind upon the
exercise of any Grant. At the time of such vesting, lapse, or exercise, the Grantee shall pay to
the Company or Affiliate, as the case may be, any amount that the Company or Affiliate may
reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior
approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as
the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in
whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise
issuable to the Grantee or (ii) by delivering to the Company or the Affiliate shares of Stock
already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate
Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of
Stock used to satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who
has made an election pursuant to this Section 10 may satisfy his or her withholding obligation only
with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or
other similar requirements.



11. RESTRICTIONS ON TRANSFER OF SHARES OF STOCK




     11.1 Right of First Refusal.



     Subject to Section 11.4 below, a Grantee (or such other individual who is entitled to exercise
an Option or otherwise acquire shares pursuant to a Grant under the terms of this Plan) shall not
sell, pledge, assign, gift, transfer, or otherwise dispose of any shares of Stock acquired





- 12 -









 





     pursuant to a Grant to any person or entity in contravention of any of the provisions, terms
or conditions contained in the Company’s Stockholders Agreement (as in effect from time to time),
and Grantee acknowledges and agrees that Grantee and any shares of Stock acquired pursuant to a
Grant shall be subject and bound by all such provisions, terms and conditions contained in such
Stockholders Agreement, including, without limitation, the Company’s right of first refusal to
purchase such Stock prior to proposed transfer to a third party.



     11.2 Repurchase and Other Rights.



     Stock issued upon exercise of a Grant or pursuant to the Grant of Restricted Stock may be
subject to such right of repurchase or other transfer restrictions as the Board may determine,
consistent with applicable law. Any such additional restriction shall be set forth in the Award
Agreement.



     11.3 Installment Payments.



          11.3.1 General Rule.




     In the case of any purchase of Stock or an Option under this Section 11, the Company or its
permitted assignee may pay the Grantee, transferee of the Option or other registered owner of the
Stock the purchase price in three or fewer annual installments. Interest shall be credited on the
installments at the applicable federal rate (as determined for purposes of Section 1274 of the
Code) in effect on the date on which the purchase is made. The Company or its permitted assignee
shall pay at least one-third of the total purchase price each year, plus interest on the unpaid
balance, with the first payment being made on or before the 60th day after the purchase.



          11.3.2 Exception in the Case of Stock Repurchase Right.




     If an Award Agreement authorizes, upon the Grantee’s termination of Service, the repurchase of
shares of Stock acquired by the Grantee pursuant to the exercise of an Option or under a Grant of
Restricted Stock, to the extent required by applicable law, payment shall be made in cash or by
cancellation of indebtedness within the later of 90 days from the date of termination of Service or
90 days from the date of exercise or purchase, as the case may be.



     11.4 Publicly Traded Stock.



     If the Stock is listed on an established national or regional stock exchange or is admitted to
quotation on The Nasdaq Stock Market, Inc., or is publicly traded in an established securities
market, the foregoing transfer restrictions of Sections 11.1 and 11.2 shall terminate as of the
first date that the Stock is so listed, quoted or publicly traded.



     11.5 Legend.



     In order to enforce the restrictions imposed upon shares of Stock under this Plan or as
provided in an Award Agreement, the Board may cause a legend or legends to be placed on any





- 13 -









 




certificate representing shares issued pursuant to this Plan that complies with the applicable
securities laws and regulations and makes appropriate reference to the restrictions imposed under
it.




12. PARACHUTE LIMITATIONS




     Notwithstanding any other provision of this Plan or of any other agreement, contract, or
understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate,
except an agreement, contract, or understanding hereafter entered into that expressly modifies or
excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or
informal plan or other arrangement for the direct or indirect provision of compensation to the
Grantee (including groups or classes of participants or beneficiaries of which the Grantee is a
member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit
to or for the Grantee (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as
defined in Section 280G(c) of the Code, any Grants held by that Grantee and any right to receive
any payment or other benefit under this Plan shall not become exercisable or vested (i) to the
extent that such right to exercise, vesting, payment, or benefit, taking into account all other
rights, payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all
Benefit Arrangements, would cause any payment or benefit to the Grantee under this Plan to be
considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in
effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the
aggregate after-tax amounts received by the Grantee from the Company under this Plan, all Other
Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could
be received by the Grantee without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit
under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee
under any Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to
have received a Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the Grantee as described in clause (ii) of the preceding sentence,
then the Grantee shall have the right, in the Grantee’s sole discretion, to designate those rights,
payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that
should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.



13. REQUIREMENTS OF LAW




     13.1 General.



     The Company shall not be required to sell or issue any shares of Stock under any Grant if the
sale or issuance of such shares would constitute a violation by the Grantee, any other individual
exercising a right emanating from such Grant, or the Company of any provision of any law or
regulation of any governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time the Company shall determine, in its discretion,
that





- 14 -









 




the listing, registration or qualification of any shares subject to a Grant upon any
securities exchange or under any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of
Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to
such Grant unless such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company, and any delay caused
thereby shall in no way affect the date of termination of the Grant. Specifically, in connection
with the Securities Act, upon the exercise of any right emanating from such Grant or the delivery
of any shares of Restricted Stock, unless a registration statement under the Securities Act is in
effect with respect to the shares of Stock covered by such Grant, the Company shall not be required
to sell or issue such shares unless the Board has received evidence satisfactory to it that the
Grantee or any other individual exercising an Option may acquire such shares pursuant to an
exemption from registration under the Securities Act. Any determination in this connection by the
Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the Securities Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of an Option or the
issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the requirement that an
Option shall not be exercisable until the shares of Stock covered by such Option are registered or
are exempt from registration, the exercise of such Option (under circumstances in which the laws of
such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or
the availability of such an exemption.




     13.2 Rule 16b-3.



     During any time when the Company has a class of equity security registered under Section 12 of
the Exchange Act, it is the intent of the Company that Grants pursuant to the Plan and the exercise
of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the
Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law
and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event
that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan
in any respect necessary to satisfy the requirements of, or to take advantage of any features of,
the revised exemption or its replacement.



     13.3 Financial Reports.



     To the extent required by applicable law, not less often than annually, the Company shall
furnish to Grantees summary financial information including a balance sheet regarding the Company’s
financial condition and results of operations, unless such Grantees have duties with the Company
that assure them access to equivalent information. Such financial statements need not be audited.





- 15 -









 





14. EFFECT OF CHANGES IN CAPITALIZATION




     14.1 Changes in Stock.



     The number of shares for which Grants may be made under the Plan shall be proportionately
increased or decreased for any increase or decrease in the number of shares of Stock on account of
any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange
of shares, stock dividend or other distribution payable in capital stock, or for any other increase
or decrease in such shares effected without receipt of consideration by the Company occurring after
the Effective Date ( any such event hereafter referred to as a “Corporate Event”). In addition,
subject to the exception set forth in the last sentence of Section 14.3, the number of shares for
which Grants are outstanding shall be proportionately increased or decreased for any increase or
decrease in the number of shares of Stock on account of any Corporate Event. Any such adjustment
in outstanding Options shall not change the aggregate Option Price payable with respect to shares
that are subject to the unexercised portion of an Option outstanding but shall include a
corresponding proportionate adjustment in the Option Price per share. The conversion of any
convertible securities of the Company shall not be treated as an increase in shares effected
without receipt of consideration. In the event of any distribution to the Company’s stockholders of
securities of any other entity or other assets (other than dividends payable in cash or stock of
the Company) without receipt of consideration by the Company, the Company may, in such manner as
the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding
Grants and/or (ii) the exercise price of outstanding Options to reflect such distribution.



     14.2 Change of Control.



     Subject to the exceptions set forth in the last sentence of this Section 14.2 and the last
sentence of Section 14.3 upon the occurrence of a Change of Control:



     (i) all outstanding shares of Restricted Stock shall be deemed to have vested, and, with the
exception of such restrictions imposed under Section 11, all restrictions and conditions applicable
to such shares of Restricted Stock shall be deemed to have lapsed, immediately prior to the
occurrence of such Change of Control, and



     (ii) either of the following two actions shall be taken:



          (A) prior to the scheduled consummation of a Change of Control, all Options outstanding
hereunder shall become immediately exercisable and shall remain exercisable for a reasonable period
of time determined by the Board in its sole discretion, or




          (B) the Board may elect, in its sole discretion, to cancel any outstanding Grants and pay or
deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities
having a value (as determined by the Board acting in good faith), in the case of Restricted Stock,
equal to the formula or fixed price per share paid to holders of shares of Stock and, in the case
of Options, equal to the product of the number of shares of Stock subject to the Grant (the “Grant
Shares”) multiplied by the amount, if any, by which (I) the formula or fixed







- 16 -









 







price per share paid to holders of shares of Stock pursuant to such transaction exceeds (II)
the Option Price applicable to such Grant Shares.




     With respect to the Company’s establishment of an exercise window, (i) any exercise of an
Option during such period shall be conditioned upon the consummation of the event and shall be
effective only immediately before the consummation of the event, and (ii) upon consummation of any
Change of Control the Plan, and all outstanding but unexercised Options shall terminate. The Board
shall send written notice of an event that will result in such a termination to all individuals who
hold Options not later than the time at which the Company gives notice thereof to its shareholders.



     This Section 14.2 shall not apply to any Change of Control to the extent that provision is
made in writing in connection with such Change of Control for the assumption or continuation of the
Options and Restricted Stock theretofore granted, or for the substitution for such Grants for new
common stock options and new common stock restricted stock relating to the stock of a successor
entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares
(disregarding any consideration that is not common stock) and option prices, in which event the
Grants theretofore granted shall continue in the manner and under the terms so provided.



     14.3 Adjustments.



     Adjustments under Section 14 related to shares of Stock or securities of the Company shall be
made by the Board, whose determination in that respect shall be final, binding and conclusive. No
fractional shares or other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share. The Board may provide in the Award Agreements at the time of Grant, or
any time thereafter with the consent of the Grantee, for different provisions to apply to a Grant
in place of those described in Sections 14.1, Error! Reference source not found. and 14.2.



     14.4 No Limitations on Company.



     The making of Grants pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations, or changes of its
capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.



15. DURATION AND AMENDMENTS




     15.1 Term of the Plan.



     The Effective Date of this Plan is the date of its adoption by the Board, subject to the
approval of the Plan by the Company’s stockholders. In the event that the stockholders fail to
approve the Plan within twelve (12) months after its adoption by the Board, any Grants already





- 17 -









 




made that require such stockholder approval shall be null and void, and no such additional
Grants shall be made after such date. The Plan shall terminate automatically ten (10) years after
its adoption by the Board and may be terminated on any earlier date as next provided.




     15.2 Amendment and Termination of the Plan.



     The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to
any shares of Stock as to which Grants have not been made. An amendment to the Plan shall be
contingent on approval of the Company’s stockholders only to the extent required by applicable law,
regulations or rules. No Grants shall be made after the termination of the Plan. No amendment,
suspension, or termination of the Plan shall, without the consent of the Grantee, alter or impair
rights or obligations under any Grant theretofore awarded under the Plan.



16. GENERAL PROVISIONS




     16.1 Disclaimer of Rights



     No provision in the Plan or in any Grant or Award Agreement shall be construed to confer upon
any individual the right to remain in the employ or service of the Company or any Affiliate, or to
interfere in any way with any contractual or other right or authority of the Company either to
increase or decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the Company or any
Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be
interpreted as a contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the
Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any participant or beneficiary under the terms of the Plan.



     16.2 Nonexclusivity of the Plan



     Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the
Company for approval shall be construed as creating any limitations upon the right and authority of
the Board to adopt such other incentive compensation arrangements (which arrangements may be
applicable either generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than under the Plan.



     16.3 Captions



     The use of captions in this Plan or any Award Agreement is for the convenience of reference
only and shall not affect the meaning of any provision of the Plan or such Award Agreement.





- 18 -









 





     16.4 Other Award Agreement Provisions



     Each Grant awarded under the Plan may contain such other terms and conditions not inconsistent
with the Plan as may be determined by the Board, in its sole discretion.



     16.5 Number and Gender



     With respect to words used in this Plan, the singular form shall include the plural form, the
masculine gender shall include the feminine gender, etc., as the context requires.



     16.6 Severability



     If any provision of the Plan or any Award Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.



     16.7 Governing Law



     The validity and construction of this Plan and the instruments evidencing the Grants awarded
hereunder shall be governed by the laws of the State of Delaware other than any conflicts or choice
of law rule or principle that might otherwise refer construction or interpretation of this Plan and
the instruments evidencing the Grants awarded hereunder to the substantive laws of any other
jurisdiction.






- 19 -









 








17. EXECUTION




     To
record adoption of the Plan by the Board as of December 16, 2004, and approval of the
Plan by the stockholders on December 17, 2004, the Company has caused its authorized officer to
execute the Plan.



	 	 	 	 	 	 	 
	 	 	MAKO SURGICAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 









- 20 -









 





Option No.:                




MAKO SURGICAL CORP.

2004 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT




     MAKO Surgical Corp., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below.
The terms and conditions of the option are set forth in this cover sheet, in the attachment and in
the Company’s 2004 Stock Incentive Plan (the “Plan”).



Grant Date: December 16, 2004




Name of Optionee:                     




Optionee’s Social Security Number:           -          -          




Number of Shares Covered by Option:                     




Option Price per Share: $                 (At least 100% of Fair Market Value)




Vesting Date: December 16, 2004




     By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this Agreement should appear to be inconsistent.




			
	Optionee:	 	

 

(Signature)







			
	Company:	 	

 

(Signature)







			
	                    Title:	 	

 






Attachment




This is not a stock certificate or a negotiable instrument




 









 








MAKO SURGICAL CORP.

2004 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT




	 	 	 
	Incentive Stock Option
	 	     This option is intended to be an
incentive stock option under
Section 422 of the Internal Revenue
Code and will be interpreted
accordingly. If you cease to be an
employee of the Company, its parent
or a subsidiary (“Employee”) but
continue to provide Service, this
option will be deemed a
nonstatutory stock option three
months after you cease to be an
Employee. In addition, to the
extent that all or part of this
option exceeds the $100,000 rule of
section 422(d) of the Internal
Revenue Code, this option or the
lesser excess part will be deemed
to be a nonstatutory stock option.

	 
	 	 

	Vesting
	 	     This option is only exercisable
before it expires and then only
with respect to the vested portion
of the option. Subject to the
preceding sentence, you may
exercise this option, in whole or
in part, to purchase a whole number
of vested shares not less than 100
shares, unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.

	 
	 	 

	 	 	     No additional shares of Stock will
vest after your Service has
terminated for any reason.

	 
	 	 

	Term
	 	     Your option will expire in any
event at the close of business at
Company headquarters on the day
before the 10th anniversary of the
Grant Date, as shown on the cover
sheet. Your option will expire
earlier if your Service terminates,
as described below.

	 
	 	 

	Regular Termination
	 	     If your Service terminates for any
reason, other than death,
Disability or Cause, then your
option will expire at the close of
business at Company headquarters on
the 90th day after your termination
date.

	 
	 	 

	Termination for

Cause
	 	     If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.

	 
	 	 

	Death
	 	     If your Service terminates because
of your death, then your option
will expire at the close of
business at Company headquarters on
the date twelve (12) months after
the date of death. During that
twelve month period, your estate or
heirs may exercise the vested
portion of your option.







2









 






	 	 	 
	 	 	     In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may exercise
the vested portion of your option.

	 
	 	 

	Disability
	 	     If your Service terminates because
of your Disability, then your
option will expire at the close of
business at Company headquarters on
the date twelve (12) months after
your termination date.

	 
	 	 

	Leaves of Absence
	 	     For purposes of this option, your
Service does not terminate when you
go on a bona fide employee leave of
absence that was approved by the
Company in writing, if the terms of
the leave provide for continued
Service crediting, or when
continued Service crediting is
required by applicable law.
However, your Service will be
treated as terminating 90 days
after you went on employee leave,
unless your right to return to
active work is guaranteed by law or
by a contract. Your Service
terminates in any event when the
approved leave ends unless you
immediately return to active
employee work.

	 
	 	 

	 	 	     The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.

	 
	 	 

	Notice of Exercise
	 	     When you wish to exercise this
option, you must notify the Company
by filing the proper “Notice of
Exercise” form at the address given
on the form. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least
100 shares generally). Your notice
must also specify how your shares
of Stock should be registered (in
your name only or in your and your
spouse’s names as joint tenants
with right of survivorship). The
notice will be effective when it is
received by the Company.

	 
	 	 

	 	 	     If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.

	 
	 	 

	Form of Payment
	 	     When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:







3









 






	 	 	 	 	 
	 	 	•
	 	Cash, your personal check,
a cashier’s check, a money order or
another cash equivalent acceptable
to the Company.

	 
	 	 	 	 

	 	 	•
	 	Shares of Stock withheld by
the Company from the Shares of
Stock otherwise to be received,
with such withheld Shares having an
aggregate Fair Market Value on the
date of exercise equal to the
aggregate option price

	 
	 	 	 	 

	 	 	•
	 	Shares of Stock which have
already been owned by you for more
than six months and which are
surrendered to the Company. The
value of the shares, determined as
of the effective date of the option
exercise, will be applied to the
option price.

	 
	 	 	 	 

	 	 	•
	 	To the extent a public
market for the Stock exists as
determined by the Company, by
delivery (on a form prescribed by
the Company) of an irrevocable
direction to a licensed securities
broker acceptable to the Company to
sell Stock and to deliver all or
part of the sale proceeds to the
Company in payment of the aggregate
option price and any withholding
taxes.







	 	 	 
	Withholding Taxes
	 	     You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that
any federal, state, local or
foreign tax or withholding payment
is required relating to the
exercise or sale of shares arising
from this grant, the Company shall
have the right to require such
payments from you, or withhold such
amounts from other payments due to
you from the Company or any
Affiliate.

	 
	 	 

	Transfer of Option
	 	     During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. You
cannot transfer or assign this
option. For instance, you may not
sell this option or use it as
security for a loan. If you
attempt to do any of these things,
this option will immediately become
invalid. You may, however, dispose
of this option in your will or it
may be transferred upon your death
by the laws of descent and
distribution.

	 
	 	 

	 	 	     Regardless of any marital property
settlement agreement, the Company
is not obligated to honor a notice
of exercise from your spouse, nor
is the Company obligated to
recognize your spouse’s interest in
your option in any other way.







4









 






	 	 	 
	Market Stand-off Agreement
	 	     In connection with any underwritten
public offering by the Company of
its equity securities pursuant to
an effective registration statement
filed under the Securities Act,
including the Company’s initial
public offering, you agree not to
sell, make any short sale of, loan,
hypothecate, pledge, grant any
option for the purchase of, or
otherwise dispose or transfer for
value or agree to engage in any of
the foregoing transactions with
respect to any shares of Stock
without the prior written consent
of the Company or its underwriters,
for such period of time after the
effective date of such registration
statement as may be requested by
the Company or the underwriters
(not to exceed 180 days in length).

	 
	 	 

	Investment Representation
	 	     If the sale of Stock under the Plan
is not registered under the
Securities Act, but an exemption is
available which requires an
investment or other representation,
you shall represent and agree at
the time of exercise that the Stock
being acquired upon exercise of
this option is being acquired for
investment, and not with a view to
the sale or distribution thereof,
and shall make such other
representations as are deemed
necessary or appropriate by the
Company and its counsel.

	 
	 	 

	Certain Rights of First Refusal
	 	     In the event that you propose to
sell, pledge or otherwise transfer
to a third party any Stock acquired
under this Agreement, or any
interest in such Stock, the Company
and certain of its stockholders
shall have the “Right of First
Refusal” with respect to all (and
not less than all) of such shares
of Stock. If you desire to
transfer Stock acquired under this
Agreement, you must give a written
“Transfer Notice” to the Company
and certain Investor Stockholders
(as such terms is defined in the
Company’s Stockholder Agreement)
describing fully the proposed
transfer, including the number of
shares proposed to be transferred,
the proposed transfer price and the
name and address of the proposed
transferee.

	 
	 	 

	 	 	     The Transfer Notice shall be signed
both by you and by the proposed new
transferee and must constitute a
binding commitment of both parties
to the transfer of the shares. The
Company shall have the right to
purchase all, and not less than
all, of the shares of Stock on the
terms of the proposal described in
the Transfer Notice (subject,
however, to any change in such
terms permitted in the next
paragraph) by delivery of a notice
of exercise of the Right of First
Refusal within ten (10) business
days after the date when the
Transfer Notice was received by the
Company. The Investor Shareholders
shall have the right to purchase
all, and not less than all, of the
shares of Stock not purchased by
the Company







5









 






	 	 	 
	 	 	on the terms of the
proposal described in the Transfer
Notice (subject, however, to any
change in such terms permitted in
the next paragraph) by delivery of
a notice of exercise of the Right
of First Refusal within twenty (20)
business days after the date when
the Transfer Notice was received by
the Company.

	 
	 	 

	 	 	     If the Company and the Investor
Shareholders fail to exercise their
respective Rights of First Refusal
to purchase all the Stock within
the allowed period, you may, not
later than 120 days following
receipt of the Transfer Notice by
the Company, conclude a transfer of
all, but not less than all, the
Stock subject to the Transfer
Notice on the terms and conditions
described in the Transfer Notice.
Any proposed transfer on terms and
conditions different from those
described in the Transfer Notice,
as well as any subsequent proposed
transfer by you, shall again be
subject to the Rights of First
Refusal and shall require
compliance with the procedure
described in the paragraph above.

	 
	 	 

	 	 	     In the case of any purchase of
Stock under this Right of First
Refusal, at the option of the
Company, the Company may pay you
the purchase price in three or
fewer annual installments.
Interest shall be credited on the
installments at the applicable
federal rate (as determined for
purposes of Section 1274 of the
Code) in effect on the date on
which the purchase is made. The
Company shall pay at least
one-third of the total purchase
price each year, plus interest on
the unpaid balance, with the first
payment being made on or before the
60th day after the
purchase.

	 
	 	 

	 	 	     The Company’s rights under this
subsection shall be freely
assignable, in whole or in part,
shall inure to the benefit of its
successors and assigns and shall be
binding upon any transferee of the
shares of Stock.

	 
	 	 

	 	 	     The Rights of First Refusal shall
terminate in the event that the
Stock is listed on an established
national or regional stock
exchange, is admitted for quotation
on The Nasdaq Stock Market, Inc.,
or is publicly traded in an
established securities market.

	 
	 	 

	Right to Repurchase
	 	Following termination of your
Service for any reason, the Company
shall have the right to purchase
all of those shares of Stock that
you have or will acquire under this
option. If the Company exercises
its right to purchase the shares,
the Company will notify you of its
intention to purchase such shares,
and will consummate the purchase
within one year (or 90 days to the
extent required by applicable law)
of your termination of Service or,
in the case of Stock acquired after
your termination of







6









 






	 	 	 
	 	 	Service, within
one year (or 90 days to the extent
required by applicable law) of the
date of exercise.

	 
	 	 

	 	 	     The purchase price shall be the
Fair Market Value of the shares on
the date of your termination of
Service if the Company exercises
its right to purchase such shares
within 90 days of your termination
of Service or exercises its right
within 90 days of the date of your
exercise of the option following
termination of Service; otherwise
the purchase price shall be the
Fair Market Value of the shares on
the date the Company gives you
notice of its intent to exercise
its right to purchase the shares.

	 
	 	 

	 	 	     The Company’s rights of repurchase
shall terminate in the event that
the Stock is listed on an
established national or regional
stock exchange, is admitted for
quotation on The Nasdaq Stock
Market, Inc., or is publicly traded
in an established securities
market.

	 
	 	 

	Retention Rights
	 	     Neither your option nor this
Agreement gives you the right to be
retained by the Company (or any
Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any Parent, Subsidiaries or
Affiliates) reserve the right to
terminate your Service at any time
and for any reason.

	 
	 	 

	Shareholder Rights
	 	     You, or your estate or heirs, have
no rights as a shareholder of the
Company until a certificate for
your option’s shares has been
issued (or an appropriate book
entry has been made) and you, or
your estate or heirs, have entered
into and become a party to the
Stockholders Agreement for the
Company (as in effect from time to
time). No adjustments are made for
dividends or other rights if the
applicable record date occurs
before your stock certificate is
issued (or an appropriate book
entry has been made), except as
described in the Plan.

	 
	 	 

	Forfeiture of Rights
	 	     If you should take actions in
competition with the Company, the
Company shall have the right to
cause a forfeiture of your rights,
including, but not limited to, the
right to cause: (i) a forfeiture of
any outstanding option, and (ii)
with respect to the period
commencing twelve (12) months prior
to your termination of Service with
the Company and ending twelve (12)
months following such termination
of Service (A) a forfeiture of any
gain recognized by you upon the
exercise of an option or (B) a
forfeiture of any Stock acquired by
you upon the exercise of an option
(but the Company will pay you the
option price without interest).
Unless otherwise specified in an
employment or other agreement
between the Company and you, you
take actions in competition with
the Company if you directly or
indirectly, own, manage,







7









 






	 	 	 
	 	 	operate,
join or control, or participate in
the ownership, management,
operation or control of, or are a
proprietor, director, officer,
stockholder, member, partner or an
employee or agent of, or a
consultant to any business, firm,
corporation, partnership or other
entity which competes with any
business in which the Company or
any of its Affiliates is engaged
during your employment or other
relationship with the Company or
its Affiliates or at the time of
your termination of Service. Under
the prior sentence, ownership of
less than 1% of the securities of a
public company shall not be treated
as an action in competition with
the Company.

	 
	 	 

	Adjustments
	 	     In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) if required
pursuant to the Plan. Your option
shall be subject to the terms of
the agreement of merger,
liquidation or reorganization in
the event the Company is subject to
such corporate activity.

	 
	 	 

	Legends
	 	     All certificates representing the
Stock issued upon exercise of this
option shall, where applicable,
have endorsed thereon the following
legends:

	 
	 	 

	 	 	     “THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR
STATE SECURITIES LAWS AND CANNOT BE
OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF
AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND REGULATIONS
PROMULGATED THEREUNDER AND
APPLICABLE STATE SECURITIES LAWS.
THE VOTING AND OTHER RIGHTS WITH
RESPECT TO, AND THE SALE OR OTHER
DISPOSITION OF, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED BY AND SUBJECT TO THE
PROVISIONS OF A STOCKHOLDERS
AGREEMENT DATED AS OF DECEMBER 17,
2004, A COPY OF WHICH IS AVAILABLE
FOR INSPECTION AT THE OFFICES OF
THE COMPANY.”

	 
	 	 

	Applicable Law
	 	     This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise
refer construction or
interpretation of this Agreement to
the substantive law of another
jurisdiction.







8









 






	 	 	 
	The Plan
	 	     The text of the Plan is
incorporated in this Agreement by
reference. Certain capitalized
terms used in this Agreement are
defined in the Plan, and have the
meaning set forth in the Plan.

	 
	 	 

	 	 	     This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this option. Any prior
agreements, commitments or
negotiations concerning this option
are superseded.

	 
	 	 

	Other Agreements
	 	     You agree, as a condition of the
grant of this option, that in
connection with the exercise of the
option, you will execute such
document(s) as necessary to become
a party to the Stockholders
Agreement (as in effect from time
to time) or voting trust as the
Company may require.

	 
	 	 

	Certain Dispositions
	 	     If you sell or otherwise dispose of
Stock acquired pursuant to the
exercise of this option following
termination of the Company’s Right
of First Refusal and sooner than
the one year anniversary of the
date you acquired the Stock, then
you agree to notify the Company in
writing of the date of sale or
disposition, the number of share of
Stock sold or disposed of and the
sale price per share within 30 days
of such sale or disposition.







By signing the cover sheet of this Agreement, you agree to all of the terms and

conditions described above and in the Plan.




9









 








Option No.:                     




MAKO SURGICAL CORP.

2004 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




     MAKO Surgical Corp., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below.
The terms and conditions of the option are set forth in this cover sheet, in the attachment and in
the Company’s 2004 Stock Incentive Plan (the “Plan”).



Grant Date:           , 200     




Name of Optionee:                                                   




Optionee’s Social Security Number:           -          -          




Number of Shares Covered by Option:                     




Option Price per Share: $                 .                





Vesting Start Date:           , 20     




     By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this Agreement should appear to be inconsistent.




			
	Optionee:	 	

 

(Signature)







			
	Company:	 	

 

(Signature)







			
	                    Title:	 	

 






Attachment




This is not a stock certificate or a negotiable instrument




10









 








MAKO SURGICAL CORP.

2004 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	Nonqualified Stock Option
	 	     This option is not intended to be an
incentive stock option under Section
422 of the Internal Revenue Code and
will be interpreted accordingly.

	 
	 	 

	Vesting
	 	     This option is only exercisable
before it expires and then only with
respect to the vested portion of the
option. Subject to the preceding
sentence, you may exercise this
option, in whole or in part, to
purchase a whole number of vested
shares not less than 100 shares,
unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.

	 
	 	 

	 	 	     Your right to purchase shares of
Stock under this option vests as to
one-fourth (1/4) of the total number
of shares covered by this option, as
shown on the cover sheet (the
“Option Shares”), on the one-year
anniversary of the Vesting Start
Date (“Anniversary Date”), provided
you then continue in Service.
Thereafter, for each such vesting
date that you remain in Service, the
number of shares of Stock which you
may purchase under this option shall
vest at the rate of one-forty eighth
(1/48) of the Option Shares per
month as of the first day of each
month following the month of the
Anniversary Date. The resulting
aggregate number of vested shares
will be rounded to the nearest whole
number, and you cannot vest in more
than the number of shares covered by
this option.]

	 
	 	 

	 	 	     No additional shares of Stock will
vest after your Service has
terminated for any reason.

	 
	 	 

	Term
	 	     Your option will expire in any event
at the close of business at Company
headquarters on the day before the
10th anniversary of the Grant Date,
as shown on the cover sheet. Your
option will expire earlier if your
Service terminates, as described
below.

	 
	 	 

	Regular Termination
	 	     If your Service terminates for any
reason, other than death, Disability
or Cause, then your option will
expire at the close of business at
Company headquarters on the
90th day after your
termination date.

	 
	 	 

	Termination for

Cause
	 	     If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.







11









 






	 	 	 
	Death
	 	     If your Service terminates because
of your death, then your option will
expire at the close of business at
Company headquarters on the date
twelve (12) months after the date of
death. During that twelve month
period, your estate or heirs may
exercise the vested portion of your
option.

	 
	 	 

	 	 	     In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may exercise
the vested portion of your option.

	 
	 	 

	Disability
	 	     If your Service terminates because
of your Disability, then your option
will expire at the close of business
at Company headquarters on the date
twelve (12) months after your
termination date.

	 
	 	 

	Notice of Exercise
	 	     When you wish to exercise this
option, you must notify the Company
by filing the proper “Notice of
Exercise” form at the address given
on the form. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least
100 shares generally). Your notice
must also specify how your shares of
Stock should be registered (in your
name only or in your and your
spouse’s names as joint tenants with
right of survivorship). The notice
will be effective when it is
received by the Company.

	 
	 	 

	 	 	     If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.

	 
	 	 

	Form of Payment
	 	     When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:







	 	 	 	 	 
	 	 	•
	 	Cash, your personal check, a
cashier’s check, a money order or
another cash equivalent acceptable
to the Company.

	 
	 	 	 	 

	 	 	•
	 	Shares of Stock which have
already been owned by you for more
than six months and which are
surrendered to the Company. The
value of the shares, determined as
of the effective date of the option
exercise, will be applied to the
option price.







12









 






	 	 	 	 	 
	 	 	•
	 	To the extent a public
market for the Stock exists as
determined by the Company, by
delivery (on a form prescribed by
the Company) of an irrevocable
direction to a licensed securities
broker acceptable to the Company to
sell Stock and to deliver all or
part of the sale proceeds to the
Company in payment of the aggregate
option price and any withholding
taxes.







	 	 	 
	Withholding Taxes
	 	     You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that any
federal, state, local or foreign tax
or withholding payment is required
relating to the exercise or sale of
shares arising from this grant, the
Company shall have the right to
require such payments from you, or
withhold such amounts from other
payments due to you from the Company
or any Affiliate.

	 
	 	 

	Transfer of Option
	 	     During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. You cannot
transfer or assign this option. For
instance, you may not sell this
option or use it as security for a
loan. If you attempt to do any of
these things, this option will
immediately become invalid. You
may, however, dispose of this option
in your will or it may be
transferred upon your death by the
laws of descent and distribution.

	 
	 	 

	 	 	     Regardless of any marital property
settlement agreement, the Company is
not obligated to honor a notice of
exercise from your spouse, nor is
the Company obligated to recognize
your spouse’s interest in your
option in any other way.

	 
	 	 

	Market Stand-off Agreement
	 	     In connection with any underwritten
public offering by the Company of
its equity securities pursuant to an
effective registration statement
filed under the Securities Act,
including the Company’s initial
public offering, you agree not to
sell, make any short sale of, loan,
hypothecate, pledge, grant any
option for the purchase of, or
otherwise dispose or transfer for
value or agree to engage in any of
the foregoing transactions with
respect to any shares of Stock
without the prior written consent of
the Company or its underwriters, for
such period of time after the
effective date of such registration
statement as may be requested by the
Company or the underwriters (not to
exceed 180 days in length).







13









 






	 	 	 
	Investment Representation
	 	     If the sale of Stock under the Plan
is not registered under the
Securities Act, but an exemption is
available which requires an
investment or other representation,
you shall represent and agree at the
time of exercise that the Stock
being acquired upon exercise of this
option is being acquired for
investment, and not with a view to
the sale or distribution thereof,
and shall make such other
representations as are deemed
necessary or appropriate by the
Company and its counsel.

	 
	 	 

	The Company’s Right of First Refusal
	 	     In the event that you propose to
sell, pledge or otherwise transfer
to a third party any Stock acquired
under this Agreement, or any
interest in such Stock, the Company
and certain of its stockholders
shall have the “Right of First
Refusal” with respect to all (and
not less than all) of such shares of
Stock. If you desire to transfer
Stock acquired under this Agreement,
you must give a written “Transfer
Notice” to the Company and certain
Investor Stockholders (as such terms
is defined in the Company’s
Stockholder Agreement) describing
fully the proposed transfer,
including the number of shares
proposed to be transferred, the
proposed transfer price and the name
and address of the proposed
transferee.

	 
	 	 

	 	 	     The Transfer Notice shall be signed
both by you and by the proposed new
transferee and must constitute a
binding commitment of both parties
to the transfer of the shares. The
Company shall have the right to
purchase all, and not less than all,
of the shares of Stock on the terms
of the proposal described in the
Transfer Notice (subject, however,
to any change in such terms
permitted in the next paragraph) by
delivery of a notice of exercise of
the Right of First Refusal within
ten (10) business days after the
date when the Transfer Notice was
received by the Company. The
Investor Shareholders shall have the
right to purchase all, and not less
than all, of the shares of Stock not
purchased by the Company on the
terms of the proposal described in
the Transfer Notice (subject,
however, to any change in such terms
permitted in the next paragraph) by
delivery of a notice of exercise of
the Right of First Refusal within
twenty (20) business days after the
date when the Transfer Notice was
received by the Company.

	 
	 	 

	 	 	     If the Company and the Investor
Shareholders fail to exercise their
respective Rights of First Refusal
to purchase all the Stock within the
allowed period, you may, not later
than 120 days following receipt of
the Transfer Notice by the Company,
conclude a transfer of all, but not
less than all, the Stock subject to
the Transfer Notice on the terms and
conditions described in the Transfer
Notice. Any proposed transfer on
terms and conditions different from
those described in the Transfer
Notice, as well as any







14









 






	 	 	 
	 	 	subsequent
proposed transfer by you, shall
again be subject to the Rights of
First Refusal and shall require
compliance with the procedure
described in the paragraph above.

	 
	 	 

	 	 	     In the case of any purchase of Stock
under this Right of First Refusal,
at the option of the Company, the
Company may pay you the purchase
price in three or fewer annual
installments. Interest shall be
credited on the installments at the
applicable federal rate (as
determined for purposes of Section
1274 of the Code) in effect on the
date on which the purchase is made.

	 
	 	 

	 	 	     The Company shall pay at least
one-third of the total purchase
price each year, plus interest on
the unpaid balance, with the first
payment being made on or before the
60th day after the
purchase.

	 
	 	 

	 	 	     The Company’s rights under this
subsection shall be freely
assignable, in whole or in part,
shall inure to the benefit of its
successors and assigns and shall be
binding upon any transferee of the
shares of Stock.

	 
	 	 

	 	 	     The Rights of First Refusal shall
terminate in the event that the
Stock is listed on an established
national or regional stock exchange,
is admitted for quotation on The
Nasdaq Stock Market, Inc., or is
publicly traded in an established
securities market.

	 
	 	 

	Right to Repurchase
	 	     Following termination of your
Service for any reason, the Company
shall have the right to purchase all
of those shares of Stock that you
have or will acquire under this
option. If the Company exercises
its right to purchase the shares,
the Company will notify you of its
intention to purchase such shares,
and will consummate the purchase
within one year (or 90 days to the
extent required by applicable law)
of your termination of Service or,
in the case of Stock acquired after
your termination of Service, within
one year (or 90 days to the extent
required by applicable law) of the
date of exercise.

	 
	 	 

	 	 	     The purchase price shall be the Fair
Market Value of the shares on the
date of your termination of Service
if the Company exercises its right
to purchase such shares within 90
days of your termination of Service
or exercises its right within 90
days of the date of your exercise of
the option following termination of
Service; otherwise the purchase
price shall be the Fair Market Value
of the shares on the date the
Company gives you notice of its
intent to exercise its right to
purchase the shares.







15









 






	 	 	 
	 	 	     The Company’s rights of repurchase
shall terminate in the event that
the Stock is listed on an
established national or regional
stock exchange, is admitted for
quotation on The Nasdaq Stock
Market, Inc., or is publicly traded
in an established securities market.

	 
	 	 

	Retention Rights
	 	     Neither your option nor this
Agreement give you the right to be
retained by the Company (or any
Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any Parent, Subsidiaries or
Affiliates) reserve the right to
terminate your Service at any time
and for any reason.

	 
	 	 

	Shareholder Rights
	 	     You, or your estate or heirs, have
no rights as a shareholder of the
Company until a certificate for your
option’s shares has been issued (or
an appropriate book entry has been
made) and you, or your estate or
heirs, have entered into and become
a party to the Stockholders
Agreement for the Company (as in
effect from time to time). No
adjustments are made for dividends
or other rights if the applicable
record date occurs before your stock
certificate is issued (or an
appropriate book entry has been
made), except as described in the
Plan.

	 
	 	 

	Forfeiture of Rights
	 	     If you should take actions in
competition with the Company, the
Company shall have the right to
cause a forfeiture of your rights,
including, but not limited to, the
right to cause: (i) a forfeiture of
any outstanding option, and (ii)
with respect to the period
commencing twelve (12) months prior
to your termination of Service with
the Company and ending twelve (12)
months following such termination of
Service (A) a forfeiture of any gain
recognized by you upon the exercise
of an option or (B) a forfeiture of
any Stock acquired by you upon the
exercise of an option (but the
Company will pay you the option
price without interest). Unless
otherwise specified in an employment
or other agreement between the
Company and you, you take actions in
competition with the Company if you
directly or indirectly, own, manage,
operate, join or control, or
participate in the ownership,
management, operation or control of,
or are a proprietor, director,
officer, stockholder, member,
partner or an employee or agent of,
or a consultant to any business,
firm, corporation, partnership or
other entity which competes with any
business in which the Company or any
of its Affiliates is engaged during
your employment or other
relationship with the Company or its
Affiliates or at the time of your
termination of Service. Under the
prior sentence, ownership of less
than 1% of the securities of a
public company shall not be treated
as an action in competition with the
Company.







16









 






	 	 	 
	Adjustments
	 	     In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your option shall be
subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.

	 
	 	 

	Legends
	 	     All certificates representing the
Stock issued upon exercise of this
option shall, where applicable, have
endorsed thereon the following
legends:

	 
	 	 

	 	 	     “THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR
STATE SECURITIES LAWS AND CANNOT BE
OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF
AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND REGULATIONS PROMULGATED
THEREUNDER AND APPLICABLE STATE
SECURITIES LAWS. THE VOTING AND
OTHER RIGHTS WITH RESPECT TO, AND
THE SALE OR OTHER DISPOSITION OF,
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE RESTRICTED BY AND
SUBJECT TO THE PROVISIONS OF A
STOCKHOLDERS AGREEMENT DATED AS OF
DECEMBER 17, 2004, A COPY OF WHICH
IS AVAILABLE FOR INSPECTION AT THE
OFFICES OF THE COMPANY.”

	 
	 	 

	Applicable Law
	 	     This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.

	 
	 	 

	The Plan
	 	     The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.

	 
	 	 

	 
	 	     This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this option. Any prior
agreements, commitments or
negotiations concerning this option
are superseded.







17









 






	 	 	 
	Other Agreements
	 	     You agree, as a condition of the
grant of this option, that in
connection with the exercise of the
option, you will execute such
document(s) as necessary to become a
party to any shareholder agreement
or voting trust as the Company may
require.

	 
	 	 

	Certain Dispositions
	 	     If you sell or otherwise dispose of
Stock acquired pursuant to the
exercise of this option following
termination of the Company’s Right
of First Refusal and sooner than the
one year anniversary of the date you
acquired the Stock, then you agree
to notify the Company in writing of
the date of sale or disposition, the
number of share of Stock sold or
disposed of and the sale price per
share within 30 days of such sale or
disposition.







By signing the cover sheet of this Agreement, you agree to all of the terms and

conditions described above and in the Plan.




18









 








Grant No.:                     




MAKO SURGICAL CORP.

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT




     MAKO Surgical Corp., a Delaware corporation (the “Company”), hereby grants shares of its
common stock, $.001 par value, (the “Stock”) to the Grantee named below, subject to the vesting
conditions set forth in the attachment. Additional terms and conditions of the grant are set forth
in this cover sheet, in the attachment and in the Company’s 2004 Stock Incentive Plan (the “Plan”).



Grant Date:           ,            -




Name of Grantee:                     




Grantee’s Social Security Number:           -          -          




Number of Shares of Stock Covered by Grant:                     




Purchase Price per Share of Stock: $                






     By signing this cover sheet, you agree to all of the terms and conditions described in
the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this Agreement should appear to be inconsistent.




			
	Grantee:	 	

 

(Signature)







			
	Company:	 	

 

(Signature)







			
	                    Title:	 	

 






Attachment




This is not a stock certificate or a negotiable instrument.




19









 








MAKO SURGICAL CORP.

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT




	 	 	 
	Restricted Stock/ Nontransferability
	 	This grant is an award of Stock in
the number of shares set forth on
the cover sheet, at the purchase
price set forth on the cover sheet,
and subject to the vesting
conditions described below
(“Restricted Stock”). To the extent
not yet vested, your Restricted
Stock may not be transferred,
assigned, pledged or hypothecated,
whether by operation of law or
otherwise, nor may the Restricted
Stock be made subject to execution,
attachment or similar process.

	 
	 	 

	Issuance and Vesting
	 	The Company will issue your
Restricted Stock in your name as of
the Grant Date.

	 
	 	 

	 	 	Your right to the Stock under this
Restricted Stock Agreement vests as
to one-fourth (1/4th) of the total
number of shares of Stock covered by
this grant, as shown on the cover
sheet, on each of the first four
one-year anniversaries of the Grant
Date (each an “Anniversary Date”),
provided you then continue in
Service. If, however, such
Anniversary Date occurs during a
period in which you are (i) subject
to a lock-up agreement restricting
your ability to sell shares of Stock
in the open market or (ii)
restricted from selling shares of
Stock in the open market because you
are not then eligible to sell under
the Company’s insider trading or
similar plan as then in effect
(whether because a trading window is
not open or you are otherwise
restricted from trading), vesting in
such shares of Stock will be delayed
until the first date on which you
are no longer prohibited from
selling shares of Stock due to a
lock-up agreement or insider trading
plan restriction (the “Vesting
Date”), and provided, further, that
you have been continuously in
Service to the Company or a
Subsidiary from the Grant Date until
the Vesting Date. The resulting
aggregate number of vested shares of
Stock will be rounded to the nearest
whole number, and you cannot vest in
more than the number of shares
covered by this grant.

	 
	 	 

	 	 	No additional shares of Stock will
vest after your Service has
terminated for any reason.

	 
	 	 

	Forfeiture of Unvested Stock
	 	In the event that your Service
terminates for any reason, the
Company will have the right to
purchase all of the shares of Stock
subject to this grant that have not
yet vested (the “Repurchase Right”).
If the Company fails to purchase
such Stock within 90 days of your
termination of Service, the







20









 






	 	 	 
	 	 	Company’s right to purchase such
Stock shall terminate. The purchase
price for any Stock repurchased
shall be the price that you paid for
those shares of Stock and shall be
paid in cash.

	 
	 	 

	Escrow
	 	[If the Company chooses to issue
share certificates representing your
Restricted Stock in lieu of using
the book-entry method of share
recordation,] the certificates for
the Restricted Stock shall be
deposited in escrow with the
Secretary of the Company to be held
in accordance with the provisions of
this paragraph. Each deposited
certificate shall be accompanied by
a duly executed Assignment Separate
from Certificate in the form
attached hereto as Exhibit A. The
deposited certificates shall remain
in escrow until such time or times
as the certificates are to be
released or otherwise surrendered
for cancellation as discussed below.
Upon delivery of the certificates
to the Company, you shall be issued
an instrument of deposit
acknowledging the number of shares
of Stock delivered in escrow to the
Secretary of the Company.

	 
	 	 

	 	 	All regular cash dividends on the
Stock (or other securities at the
time held in escrow) shall be paid
directly to you and shall not be
held in escrow. However, in the
event of any stock dividend, stock
split, recapitalization or other
change affecting the Company’s
outstanding common stock as a class
effected without receipt of
consideration or in the event of a
stock split, a stock dividend or a
similar change in the Company Stock,
any new, substituted or additional
securities or other property which
is by reason of such transaction
distributed with respect to the
Stock shall be immediately delivered
to the Secretary of the Company to
be held in escrow hereunder, but
only to the extent the Stock is at
the time subject to the escrow
requirements hereof.

	 
	 	 

	 	 	The shares of Stock held in escrow
hereunder shall be subject to the
following terms and conditions
relating to their release from
escrow or their surrender to the
Company for cancellation:







	 	 	 	 	 
	 	 	•
	 	As your interest in the
shares vests as described above, the
certificates for such vested shares
shall be released from escrow and
delivered to you, at your request,
in accordance with the following
schedule:







	 	 	 	 	 	 	 
	 	 	 	 	—
	 	The initial release of any
vested shares (or other vested
assets and securities) from escrow
shall be effected within thirty (30)
days following                     .

	 
	 	 	 	 	 	 

	 	 	 	 	—
	 	Subsequent release of any
vested shares from escrow shall be
effected within thirty (30) days
following                     .







21









 






	 	 	 	 	 
	 	 	•
	 	Upon termination of your
Service, any escrowed shares in
which you are at the time vested
shall be promptly released from
escrow and any escrowed shares in
which you are not vested at the time
shall be cancelled without payment
to you.







	 	 	 
	 	 	Notwithstanding the foregoing, in
lieu of the issuance of certificates
under this Agreement and the use of
an escrow arrangement, the Company
may instead use the book-entry
method of recording share issuance.

	 
	 	 

	Withholding Taxes
	 	You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the vesting of Stock
acquired under this grant. In the
event that the Company determines
that any federal, state, local or
foreign tax or withholding payment
is required relating to the vesting
of shares arising from this grant,
the Company shall have the right to
require such payments from you, or
withhold such amounts from other
payments due to you from the Company
or any Affiliate.

	 
	 	 

	Section 83(b)
Election
	 	Under Section 83 of the Internal
Revenue Code of 1986, as amended
(the “Code”), the difference between
the purchase price paid for the
shares of Stock and their fair
market value on the date any
forfeiture restrictions applicable
to such shares lapse will be
reportable as ordinary income at
that time. For this purpose,
“forfeiture restrictions” include
the forfeiture as to unvested Stock
described above. You may elect to
be taxed at the time the shares are
acquired, rather than when such
shares cease to be subject to such
forfeiture restrictions, by filing
an election under Section 83(b) of
the Code with the Internal Revenue
Service within thirty (30) days
after the Grant Date. You will have
to make a tax payment to the extent
the purchase price is less than the
fair market value of the shares on
the Grant Date. No tax payment will
have to be made to the extent the
purchase price is at least equal to
the fair market value of the shares
on the Grant Date. The form for
making this election is attached as
Exhibit B hereto. Failure to make
this filing within the thirty (30)
day period will result in the
recognition of ordinary income by
you (in the event the fair market
value of the shares as of the
vesting date exceeds the purchase
price) as the forfeiture
restrictions lapse.







22









 






	 	 	 
	 	 	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION
UNDER SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING
ON YOUR BEHALF. YOU ARE RELYING
SOLELY ON YOUR OWN ADVISORS WITH
RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b)
ELECTION.

	 
	 	 

	Market Stand-off Agreement
	 	In connection with any underwritten
public offering by the Company of
its equity securities pursuant to an
effective registration statement
filed under the Securities Act of
1933 (the “Securities Act”),
including the Company’s initial
public offering, you agree not to
sell, make any short sale of, loan,
hypothecate, pledge, grant any
option for the purchase of, or
otherwise dispose or transfer for
value or agree to engage in any of
the foregoing transactions with
respect to any shares of vested
Stock without the prior written
consent of the Company or its
underwriters, for such period of
time after the effective date of
such registration statement as may
be requested by the Company or the
underwriters (not to exceed 180 days
in length).

	 
	 	 

	Investment Representation
	 	You hereby agree and represent, as a
condition of this grant of
Restricted Stock, that (i) you are
acquiring the shares of Restricted
Stock for investment for your own
account and not with a view to, or
intention of, or otherwise for
resale in connection with, any
distribution to any person or
entity, (ii) neither the offer nor
sale of the shares of Restricted
Stock hereunder, or the shares of
Restricted Stock themselves, have
been registered under the Securities
Act or registered or qualified under
any applicable state securities laws
and that the shares of Restricted
Stock are being offered and sold to
you by reason of and in reliance
upon a specific exemption from the
registration provisions of the
Securities Act and exemptions from
registration or qualification
provisions of such applicable state
or other jurisdiction’s securities
laws which depend upon, among other
things, the bona fide nature of the
investment intent as expressed
herein and the truth and accuracy of
your representations, warranties,
agreements, acknowledgments and
understandings as set forth herein,
(iii) no public market now exists
for any of the securities issued by
the Company and that there can be no
assurance that a public market will
ever exist for the shares of
Restricted Stock, (iv) you must, and
are able to, bear the economic risk
of your investment in the shares of
Restricted Stock for an indefinite
period of time and can afford a
complete loss of your investment in
the shares of Restricted







23









 






	 	 	 
	 	 	Stock, (v)
you are sophisticated in financial
matters and have such knowledge and
experience in financial and business
matters as to be capable of
evaluating the risks and benefits of
your investment in the shares of
Restricted Stock, (vi) [you are as
of the date hereof an “accredited
investor” as such term is defined
under Rule 501 of the Securities
Act], (vii) your principal place of
residence is in the State of
[                    ] , and (viii) the
Company has made available to you
all documents that you have
requested relating to the Company,
the shares of Restricted Stock and
your purchase of the shares of
Restricted Stock, and you have had
an opportunity to ask questions and
receive answers concerning the
Company and the terms and conditions
of the offering and sale of the
shares of Restricted Stock pursuant
to this Restricted Stock Agreement
and have had full access to such
other information concerning the
Company and the shares of Restricted
Stock as you deemed necessary or
desirable.

	 
	 	 

	The Company’s Right of First Refusal
	 	In the event that you propose to
sell, pledge or otherwise transfer
to a third party any vested Stock
acquired under this Agreement, or
any interest in such Stock, the
Company shall have the “Right of
First Refusal” with respect to all
(and not less than all) of such
shares of Stock. If you desire to
transfer vested Stock acquired under
this Agreement, you must give a
written “Transfer Notice” to the
Company describing fully the
proposed transfer, including the
number of shares proposed to be
transferred, the proposed transfer
price and the name and address of
the proposed transferee.

	 
	 	 

	 	 	The Transfer Notice shall be signed
both by you and by the proposed new
transferee and must constitute a
binding commitment of both parties
to the transfer of the shares. The
Company shall have the right to
purchase all, and not less than all,
of the shares of Stock on the terms
of the proposal described in the
Transfer Notice (subject, however,
to any change in such terms
permitted in the next paragraph) by
delivery of a notice of exercise of
the Right of First Refusal within
thirty (30) days after the date when
the Transfer Notice was received by
the Company.

	 
	 	 

	 	 	If the Company fails to exercise its
Right of First Refusal within thirty
(30) days after the date when it
received the Transfer Notice, you
may, not later than ninety (90) days
following receipt of the Transfer
Notice by the Company, conclude a
transfer of the Stock subject to the
Transfer Notice on the terms and
conditions described in the Transfer
Notice. Any proposed transfer on
terms and conditions different from
those described







24









 






	 	 	 
	 	 	in the Transfer
Notice, as well as any subsequent
proposed transfer by you, shall
again be subject to the Right of
First Refusal and shall require
compliance with the procedure
described in the paragraph above.
If the Company exercises its Right
of First Refusal, the parties shall
consummate the sale of the Stock on
the terms set forth in the Transfer
Notice within sixty (60) days after
the date when the Company received
the Transfer Notice (or within such
longer period as may have been
specified in the Transfer Notice);
provided, however, that in the event
the Transfer Notice provided that
payment for the Stock was to be made
in a form other than lawful money
paid at the time of transfer, the
Company shall have the option of
paying for the Stock with lawful
money equal to the present value of
the consideration described in the
Transfer Notice.

	 
	 	 

	 	 	In the case of any purchase of Stock
under this Right of First Refusal,
at the option of the Company, the
Company may pay you the purchase
price in three or fewer annual
installments. Interest shall be
credited on the installments at the
applicable federal rate (as
determined for purposes of Section
1274 of the Code) in effect on the
date on which the purchase is made. The Company shall pay at least
one-third of the total purchase
price each year, plus interest on
the unpaid balance, with the first
payment being made on or before the
60th day after the
purchase.

	 
	 	 

	 	 	The Company’s rights under this
subsection shall be freely
assignable, in whole or in part,
shall inure to the benefit of its
successors and assigns and shall be
binding upon any transferee of the
shares of Stock.

	 
	 	 

	 	 	The Company’s Right of First Refusal
shall terminate if the Stock is
listed on an established national or
regional stock exchange, is admitted
for quotation on The Nasdaq Stock
Market, Inc., or is publicly traded
in an established securities market.

	 
	 	 

	Repurchase Option for Vested Stock
	 	In the event that your Service
terminates for any reason, the
Company shall have the option to
purchase all of those shares of
vested Stock that you have. The
Company will notify you of its
intention to purchase such shares,
and will consummate the purchase
within one year (or ninety (90) days
to the extent required by applicable
law) of your termination of Service.
If the Company exercises its option
to purchase such shares, the
purchase price shall be the Fair
Market Value of those shares on the
date the Company gives you notice of
its intent to exercise its
repurchase option (or in the event
the Company repurchases your Stock
within ninety (90) days of your
termination of







25









 






	 	 	 
	 	 	Service, the purchase
price shall be the Fair Market Value
of those shares on the date of your
termination of Service). The
Company’s option to repurchase
vested Stock shall terminate in the
event that the Stock is listed on an
established national or regional
stock exchange, is admitted for
quotation on The Nasdaq Stock
Market, Inc., or is publicly traded
in an established securities market.

	 
	 	 

	Retention Rights
	 	This Agreement does not give you the
right to be retained by the Company
(or any of its Affiliates) in any
capacity. The Company (and any
Affiliates) reserve the right to
terminate your Service at any time
and for any reason.

	 
	 	 

	Shareholder Rights
	 	You have the right to vote the
Restricted Stock and to receive any
dividends declared or paid on such
stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be a
part of the Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
The Company may in its sole
discretion require any dividends
paid on the Restricted Stock to be
reinvested in shares of Stock, which
the Company may in its sole
discretion deem to be a part of the
shares of Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
Except as described in the Plan, no
adjustments are made for dividends
or other rights if the applicable
record date occurs before your stock
certificate is issued.

	 
	 	 

	Forfeiture of Rights
	 	[If you should take actions in
competition with the Company, the
Company shall have the right to
cause a forfeiture of your rights,
and with respect to those shares
vesting during the period commencing
twelve (12) months prior to your
termination of Service with the
Company due to taking actions in
competition with the Company, the
right to cause a forfeiture of any
Stock acquired by you upon the
vesting of the Restricted Stock (but
the Company will pay you the
purchase price without interest).]

	 
	 	 

	 	 	[If you should take actions in
competition with the Company, the
Company shall have the right to
cause a forfeiture of your unvested
Restricted Stock, and with respect
to those shares of Restricted Stock
vesting during the period commencing
twelve (12) months prior to your
termination of Service with the
Company due to taking actions in
competition with the Company, the
right to cause a forfeiture of those
vested shares of Stock (but the
Company will pay you the purchase
price without interest).]







26









 






	 	 	 
	 	 	Unless otherwise specified in an
employment or other agreement
between the Company and you, you
take actions in competition with the
Company if you directly or
indirectly, own, manage, operate,
join or control, or participate in
the ownership, management, operation
or control of, or are a proprietor,
director, officer, stockholder,
member, partner or an employee or
agent of, or a consultant to any
business, firm, corporation,
partnership or other entity which
competes with any business in which
the Company or any of its Affiliates
is engaged during your employment or
other relationship with the Company
or its Affiliates or at the time of
your termination of Service.

	 
	 	 

	Adjustments
	 	In the event of a stock split, a
stock dividend or a similar change
in the Company stock, the number of
shares covered by this grant may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Restricted Stock
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.

	 
	 	 

	Legends
	 	All certificates representing the
Stock issued in connection with this
grant shall, where applicable, have
endorsed thereon the following
legends:







	 	 	 
	 	 	“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS
TO PURCHASE SUCH SHARES SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF
THE SHARES REPRESENTED BY THIS
CERTIFICATE.”

	 
	 	 

	 	 	“THE SHARES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION OR
QUALIFICATION THEREOF UNDER SUCH ACT
AND SUCH APPLICABLE STATE OR OTHER
JURISDICTION’S SECURITIES LAWS OR AN
OPINION OF COUNSEL, SATISFACTORY TO
THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION AND QUALIFICATION
IS NOT REQUIRED.”







27









 






	 	 	 
	Applicable Law
	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.

	 
	 	 

	The Plan
	 	The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.

	 
	 	 

	 	 	This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Restricted
Stock. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded.

	 
	 	 

	Other Agreements
	 	You agree, as a condition of this
grant of Restricted Stock, that you
will execute such document(s) as
necessary to become a party to any
shareholder agreement or voting
trust as the Company may require.







By signing the cover sheet of this Agreement, you agree to all of the terms and

conditions described above and in the Plan.





28









 








ASSIGNMENT SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED,                      hereby sells, assigns and transfers unto MAKO Surgical Corp.,
a Delaware corporation (the “Company”),                      (                    ) shares of common stock of the
Company represented by Certificate No.       herewith and does hereby irrevocable constitute and
appoint                      Attorney to transfer the said stock on the books of the Company with full
power of substitution in the premises.



Dated:                     ,           




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Print Name 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 
	 



Spouse Consent (if applicable)





                          (Purchaser’s spouse) indicates by the execution of this Assignment his or
her consent to be bound by the terms herein as to his or her interests, whether as community
property or otherwise, if any, in the shares of common stock of the Company.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 
	 



INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS
ASSIGNMENT IS TO ENABLE THE COMPANY TO CANCEL YOUR UNVESTED SHARES AS SET FORTH IN THE AGREEMENT
WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF PURCHASER.



 









 








EXHIBIT B 




ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE





     The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue
Code with respect to the property described below and supplies the following information in
accordance with the regulations promulgated thereunder:



     1. The name, address and social security number of the undersigned:




			
	      Name:	 	
 







			
	     Address:
	 	

 


 







			
	     Social Security No. :	 	
 






     2. Description of property with respect to which the election is being made:




                     shares of common stock, par value $.      per share, MAKO Surgical Corp., a
Delaware corporation, (the “Company”).



     3. The date on which the property was transferred is                            ,                      .



     4. The taxable year to which this election relates is calendar year                      .



     5. Nature of restrictions to which the property is subject:



          The shares of stock are subject to the provisions of a Restricted Stock Agreement
between the undersigned and the Company. The shares of stock are subject to forfeiture
under the terms of the Agreement.



     6. The fair market value of the property at the time of transfer (determined without regard to
any lapse restriction) was $                     per share, for a total of $                     .



     7. The amount paid by taxpayer for the property was $                     .



     8. A copy of this statement has been furnished to the Company.



Dated:                      ,                     




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Taxpayer’s Signature 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	Taxpayer’s Printed Name 	 
	 	 	 



2









 






	 	 	 	 	 



PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)





     The following procedures must be followed with respect to the attached form for making an
election under Internal Revenue Code section 83(b) in order for the election to be
effective: 1



     1. You must file one copy of the completed election form with the IRS Service Center
where you file your federal income tax returns within 30 days after the Grant Date of your
Restricted Stock.



     2. At the same time you file the election form with the IRS, you must also give a copy of the
election form to the Secretary of the Company.



     3. You must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred to you.



      



      



      



      



      



      



      



      





 




			
	1	 	Whether or not to make the election is
your decision and may create tax consequences for you. You are advised to
consult your tax advisor if you are unsure whether or not to make the election.






3