EX-10.5





 Exhibit 10.5 

NEURONETICS, INC. 
 2020
INDUCEMENT INCENTIVE PLAN 
 ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 2, 2020 

 

	1.	 GENERAL. 



(a) Purpose. This Plan, through the granting of Awards, is intended to provide (i) an inducement material for certain individuals
to enter into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Marketplace Rules, (ii) incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and (iii) a means
by which Eligible Employees may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards. 

(b) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the
standards for inducement grants under NASDAQ Marketplace Rule 5635(c)(4). A person who previously served as an Employee or Director will not be eligible to receive Awards under the Plan, other than following a bona fide period of non-employment. Persons eligible to receive grants of Awards under this Plan are referred to in this Plan as “Eligible Employees.” These Awards must be approved by either a majority of the
Company’s “Independent Directors” (as such term is defined in NASDAQ Marketplace Rule 5605(a)(2)) or the Company’s compensation committee established in accordance with NASDAQ Marketplace Rule 5605(d) (the
“Independent Compensation Committee”) in order to comply with the exemption from the stockholder approval requirement for “inducement grants” provided under Rule 5635(c)(4) of the NASDAQ Marketplace Rules. NASDAQ
Marketplace Rule 5635(c)(4) and the related guidance under NASDAQ IM 5635-1 (and any analogous rules or guidance effective after the date hereof) are referred to in this Plan as the “Inducement
Award Rules.” 
 (c) Available Awards. The Plan provides for the grant of the following Awards: 

(i) Nonstatutory Stock Options, 

(ii) Stock Appreciation Rights, 

(iii) Restricted Stock Awards, 

(iv) Restricted Stock Unit Awards, 

(v) Performance Stock Awards, and 

(vi) Other Stock Awards. 













	2.	 ADMINISTRATION. 



(a) Plan Administration. Unless otherwise determined by the Board, the Independent Compensation Committee shall administer the Plan. The
Independent Compensation Committee shall have the power to delegate to a subcommittee of the Independent Compensation Committee any of the administrative powers the Independent Compensation Committee is authorized to exercise; provided, however that
only a majority of the Company’s Independent Directors or the Independent Compensation Committee may approve Awards. Any delegation of administrative powers by the Plan Administrator (as defined below) will be reflected in resolutions, not
inconsistent with the provisions of the Plan, adopted from time to time by the Board or the Independent Compensation Committee (as applicable). The Board shall retain the authority to concurrently administer the Plan with the Independent
Compensation Committee and may, at any time, revest in the Board or another body some or all of the powers previously delegated. As the context requires, “Plan Administrator” shall mean the Board, the Independent Compensation
Committee, any permissible subcommittee of the Independent Compensation Committee and any other body to which the Board delegates authority to administer the Plan. 

(b) Powers of Plan Administrator. The Plan Administrator will have the power, subject to, and within the limitations of, the express
provisions of the Plan and the Inducement Award Rules: 
 (i) To determine: (A) who will be granted Awards; (B) when and how each
Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Award;
(E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award; provided, however, that Awards may only be granted by either (i) a majority of the
Company’s Independent Directors or (ii) the Independent Compensation Committee. 
 (ii) To construe and interpret the Plan and
Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Plan Administrator, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in
any Award Agreement in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective. 
 (iii) To
settle all controversies regarding the Plan and Awards granted under it. 
 (iv) To accelerate, in whole or in part, the time at which an
Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof). 
 (v) To suspend
or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair a Participant’s rights under the Participant’s then-outstanding Award
without the Participant’s written consent, except as provided in subsection (viii) below. 

  
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 (vi) To amend the Plan in any respect the Plan Administrator deems necessary or advisable,
including, without limitation, by adopting amendments relating to certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or Awards granted under the Plan into compliance with or ensuring that they are
exempt from the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in
Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the benefits accruing to Participants under the Plan or (B) materially reduces
the price at which shares of Common Stock may be issued or purchased under the Plan. Except as otherwise provided in the Plan or an Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding
Award without the Participant’s written consent. 
 (vii) To approve forms of Award Agreements for use under the Plan and to amend the
terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Plan
Administrator discretion; provided, however, that a Participant’s rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such
Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Plan Administrator, in its sole discretion, determines that the amendment,
taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Plan Administrator may amend the terms of any one or more Awards without the affected
Participant’s consent to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code, or to comply with other applicable laws or listing requirements. 

(viii) Generally, to exercise such powers and to perform such acts as the Plan Administrator deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the Plan or Awards. 
 (ix) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Eligible Employees who are foreign nationals or employed outside the United States (provided that Plan Administrator approval will not
be necessary for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction). 

(x) To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any
outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock
Award, (5) cash and/or (6) other valuable consideration determined by the Plan Administrator, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the
cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles. 

(c) Rule 16b-3 Compliance. The Independent Compensation Committee may consist solely of two or
more Non-Employee Directors in accordance with Rule 16b-3. 

  
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 (d) Effect of Plan Administrator’s Decisions. All determinations,
interpretations and constructions made by the Plan Administrator will be final, binding and conclusive on all persons and shall not be subject to review by any person. 
  

	3.	 SHARES SUBJECT TO THE PLAN. 



(a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual
increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 400,000 shares (the “Share Reserve”). For clarity, the Share Reserve in this Section 3(a) is a
limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. 
 (b) Reversion of Shares to the Share
Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather
than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are
forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available
for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under
the Plan. 
 (c) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Company on the open market or otherwise. 
  

	4.	 ELIGIBILITY. 



Awards may only be granted to persons who are Eligible Employees described in Section 1(b) of the Plan, where the Award is an inducement
material to the individual’s entering into employment with the Company or an Affiliate within the meaning of Rule 5635(c)(4) of the NASDAQ Marketplace Rules; provided, however, that Stock Awards may not be granted to Eligible Employees
who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock”
under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that such Stock
Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. All
Awards must be granted either by a majority of the Company’s Independent Directors or the Independent Compensation Committee. 

  
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	5.	 PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS. 



Each Option or SAR will be in such form and will contain such terms and conditions as the Plan Administrator deems appropriate. The provisions
of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of
the following provisions: 
 (a) Term. No Option or SAR will be exercisable after the expiration of ten years from the date of its
grant or such shorter period specified in the Award Agreement. 
 (b) Exercise Price. The exercise or strike price of each Option or
SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than
100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner
consistent with the provisions of Section 409A of the Code. Each SAR will be denominated in shares of Common Stock equivalents. 
 (c)
Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Plan Administrator in its sole discretion, by any
combination of the methods of payment set forth below. The Plan Administrator will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant
Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows: 

(i) by cash, check, bank draft or money order payable to the Company; 

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment
from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be
exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding obligations; or 

  
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 (v) in any other form of legal consideration that may be acceptable to the Plan
Administrator and specified in the applicable Award Agreement. 
 (d) Exercise and Payment of a SAR. To exercise any outstanding SAR,
the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not
greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested
under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such
date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Plan Administrator and contained in the Award Agreement evidencing such SAR. 

(e) Transferability of Options and SARs. The Plan Administrator may, in its sole discretion, impose such limitations on the
transferability of Options and SARs as the Plan Administrator will determine. In the absence of such a determination by the Plan Administrator to the contrary, the following restrictions on the transferability of Options and SARs will apply: 

(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or
pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Plan Administrator may permit transfer of the Option or SAR in a manner that is not prohibited by
applicable tax and securities laws. Except as explicitly provided in the Plan or determined by the Plan Administrator, neither an Option nor a SAR may be transferred for consideration. 

(ii) Domestic Relations Orders. Subject to the approval of the Plan Administrator or a duly authorized Officer, an Option or SAR may be
transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument. The Plan Administrator may require that the transferee bear any increased costs (including allocation
of the Company’s overhead) related to the administration of such transferred Option or SAR as a condition to such transfer. 
 (iii)
Beneficiary Designation. Subject to the approval of the Plan Administrator or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a
third party who, on the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the
Participant, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit
designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws. 

  
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 (f) Vesting Generally. The total number of shares of Common Stock subject to an
Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on
the satisfaction of Performance Goals or other criteria) as the Plan Administrator may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR
provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised. 
 (g) Termination of
Continuous Service. Except as otherwise provided in the applicable Award Agreement, other agreement between the Participant and the Company or determined by the Plan Administrator, if a Participant’s Continuous Service terminates (other
than for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous
Service) within the period of time ending on the earlier of (i) the date that is 90 days following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), and
(ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame,
the Option or SAR will terminate. 
 (h) Extension of Termination Date. If the exercise of an Option or SAR following the termination
of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the
termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the
applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable
post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading
policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. 
 (i) Disability of
Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the
Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such 

  
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Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of
Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant
does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate. 
 (j)
Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the
Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s Continuous Service for a reason other than death, then the
Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or
inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period
specified in the Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the
Option or SAR (as applicable) will terminate. 
 (k) Termination for Cause. Except as explicitly provided otherwise in a
Participant’s Award Agreement, other individual written agreement between the Company and the Participant or determined by the Plan Administrator, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will
terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service. 

(l) Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following the date of
grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a
Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the
Participant’s Award Agreement in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and
SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or
vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a
non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this
Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. 

  
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	6.	 PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS. 



(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as
the Plan Administrator will deem appropriate. To the extent consistent with the Company’s bylaws, at the Plan Administrator’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s
instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Plan Administrator. The terms and conditions of
Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the
provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 
 (i) Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past or future services to the Company or an Affiliate, or (C) any other form of legal
consideration that may be acceptable to the Plan Administrator, in its sole discretion, and permissible under applicable law. 
 (ii)
Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Plan Administrator. 

(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may
receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award
Agreement. 
 (iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be
transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Plan Administrator will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock
Award Agreement remains subject to the terms of the Restricted Stock Award Agreement. 
 (v) Dividends. A Restricted Stock Award
Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate. 

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and
conditions as the Plan Administrator will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be
identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: 

  
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 (i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Plan
Administrator will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of
Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Plan Administrator, in its sole discretion, and permissible under applicable law. 

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Plan Administrator may impose such restrictions on or
conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 
 (iii) Payment. A
Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Plan Administrator and contained in the Restricted Stock
Unit Award Agreement. 
 (iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Plan
Administrator, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such
Restricted Stock Unit Award. 
 (v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock
covered by a Restricted Stock Unit Award, as determined by the Plan Administrator and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Plan Administrator, such dividend equivalents may be converted into
additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Plan Administrator. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents
will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 

(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award
Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service. 

(c) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, may vest or
may be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. The length
of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Plan Administrator, in its
sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Plan Administrator may determine that cash may be used in payment of Performance Stock Awards. The Plan Administrator retains the
discretion to adjust or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. Partial achievement of the
specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement. 

  
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 (d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by
reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant)
may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, a majority of the Company’s Independent Directors or the
Independent Compensation Committee will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof)
to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards. 
  

	7.	 COVENANTS OF THE COMPANY. 



(a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to
satisfy then-outstanding Awards. 
 (b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or
agency, as necessary, such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Stock Awards; provided, however, that this undertaking will not require the Company to
register under the Securities Act or other securities or applicable laws, the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable
to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for
failure to issue and sell Common Stock upon exercise or vesting of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock
pursuant to the Award if such grant or issuance would be in violation of any applicable law. 
 (c) No Obligation to Notify or Minimize
Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the tax treatment or time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award. 

 

	8.	 MISCELLANEOUS. 



(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute
general funds of the Company. 

  
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 (b) Corporate Action Constituting Grant of Awards. Corporate action constituting a
grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Plan Administrator, regardless of when the instrument, certificate, or letter evidencing the
Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Independent Compensation Committee consents, resolutions or minutes) documenting the corporate action constituting the
grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related
grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents. 

(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to,
any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of
the Common Stock subject to such Award has been entered into the books and records of the Company. 
 (d) No Employment or Other Service
Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate the employment of an Eligible Employee with or without notice and with or without cause. 

(e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her
services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Eligible Employee of the Company and the Eligible Employee has a change in status from a full-time Employee to a part-time Employee
or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Plan Administrator has the right in its sole discretion to (x) make a corresponding reduction in the number of shares or cash amount subject to
any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award.
In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended. 

(f) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any
Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The
foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently
effective registration statement under 

  
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the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then
applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common Stock. 
 (g) Withholding Obligations. Unless
prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means:
(i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; provided, however, that no
shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting
purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement. 

(h) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). 

(i) Deferrals. To the extent permitted by applicable law, the Plan Administrator, in its sole discretion, may determine that the
delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by
Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Plan Administrator may provide for distributions while a Participant is still an employee or otherwise providing services
to the Company. The Plan Administrator is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of
Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

(j) Compliance with Section 409A of the Code. Unless otherwise expressly provided for in an Award Agreement, the
Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with
Section 409A of the Code. If the Plan Administrator determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms
and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award
Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a 

  
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Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the
Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date
that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the
Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the
balance paid thereafter on the original schedule. 
 (k) Clawback/Recovery. All Awards granted under the Plan will be subject to
recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise
required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Plan Administrator
determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of an event constituting Cause. No recovery of
compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company. 

 

	9.	 ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS. 



(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Plan Administrator will appropriately and
proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) of securities by which the share reserve is to increase automatically each year pursuant to
Section 3(a), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Plan Administrator will make such adjustments, and its determination will be final, binding and
conclusive. 
 (b) Dissolution. Except as otherwise provided in the Stock Award Agreement, in the event of a Dissolution of the
Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the
completion of such Dissolution, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such
Stock Award is providing Continuous Service; provided, however, that the Plan Administrator may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture
(to the extent such Stock Awards have not previously expired or terminated) before the Dissolution is completed but contingent on its completion. 

  
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 (c) Transaction. The following provisions shall apply to Stock Awards in the event of
a Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Plan Administrator at the time
of grant of a Stock Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the Plan Administrator shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or
completion of the Transaction: 
 (i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company
pursuant to the Transaction); 
 (ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of
Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company); 

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised)
to a date prior to the effective time of such Transaction as the Plan Administrator shall determine (or, if the Plan Administrator shall not determine such a date, to the date that is five days prior to the effective date of the Transaction), with
such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Transaction; 
 (iv) arrange for the
lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award; 
 (v) cancel or
arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Transaction, in exchange for such cash consideration, if any, as the Plan Administrator, in its sole discretion, may
consider appropriate; and 
 (vi) make a payment, in such form as may be determined by the Plan Administrator equal to the excess, if any,
of (A) the value of the property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Transaction, over (B) any exercise price payable by such holder in connection with
such exercise. For clarity, this payment may be zero ($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of
Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks or other contingencies. 
 The Plan
Administrator need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Plan Administrator may take different actions with respect to the vested and unvested portions of a
Stock Award. 
 (d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or
after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant. 

  
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	10.	 PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN. 



The Plan Administrator may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan is suspended or
after it is terminated. 
  

	11.	 EXISTENCE OF THE PLAN. 



The Plan will come into existence on the Adoption Date. 
  

	12.	 CHOICE OF LAW. 



The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules. 
  

	13.	 DEFINITIONS. 



As used in the Plan, the following definitions will apply to the capitalized terms indicated below: 

(a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company
as such terms are defined in Rule 405 of the Securities Act. The Plan Administrator will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

 (b) “Award” means a Stock Award. 

(c) “Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and
conditions of an Award. 
 (d) “Board” means the Board of Directors of the Company. 

(e) “Capital Stock” means each and every class of common stock of the Company, regardless of the number of votes per
share. 
 (f) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect
to, the Common Stock subject to the Plan or subject to any Stock Award after the Adoption Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction,
as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be
treated as a Capitalization Adjustment. 

  
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 (g) “Cause” shall have the meaning ascribed to such term in any
written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means the termination of a Participant’s Continuous Service with the Company and its subsidiaries due to (i) such
Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud
or act of dishonesty against the Company and/or its subsidiaries; (iii) such Participant’s material violation of (A) any contract or agreement between the Participant and the Company and/or a subsidiary of the Company or (B) any
statutory duty owed to the Company and/or its subsidiaries; (iv) such Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company and/or its subsidiaries; or (v) such Participant’s
gross negligence or willful misconduct in the performance of the Participant’s duties. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause (within the meaning of the preceding
clauses (i) through (v)) shall be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by
such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. 

(h) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any
one or more of the following events: 
 (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed
to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that
acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of the acquisition of
securities of the Company by any individual who is, on the IPO Date, either an executive officer or a Director (either, an “IPO Investor”) and/or any entity in which an IPO Investor has a direct or indirect interest (whether
in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively, the “IPO Entities”) or on account of the IPO Entities continuing to hold shares that come to represent more
than 50% of the combined voting power of the Company’s then outstanding securities as a result of the conversion of any class of the Company’s securities into another class of the Company’s securities having a different number of
votes per share pursuant to the conversion provisions set forth in the Company’s Amended and Restated Certificate of Incorporation; or (D) solely because the level of Ownership held by any Exchange Act Person (the “Subject
Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a
Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities
that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to
occur; 

  
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 (ii) there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting
securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the
surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; provided,
however, that a merger, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power of the surviving
Entity or its parent are owned by the IPO Entities; 
 (iii) there is consummated a sale, lease, exclusive license or other disposition of
all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity,
more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to
such sale, lease, license or other disposition; provided, however, that a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries will not constitute a
Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power of the acquiring Entity or its parent are owned by the IPO Entities; 

(iv) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation; or 
 (v) individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the
appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as
a member of the Incumbent Board. 
 Notwithstanding the foregoing definition or any other provision of the Plan, the term Change in Control
will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company and the definition of Change in Control (or any analogous term) in an individual written agreement between
the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in
such an individual written agreement, the foregoing definition will apply. 

  
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 (i) “Code” means the Internal Revenue Code of 1986, as amended,
including any applicable regulations and guidance thereunder. 
 (j) “Common Stock” means the common stock of the
Company, having one vote per share. 
 (k) “Company” means Neuronetics, Inc., a Delaware corporation. 

(l) “Continuous Service” means that the Participant’s service with the Company or an Affiliate is not interrupted
or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the
Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as
determined by the Plan Administrator, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Plan
Administrator or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Plan
Administrator or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be
treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,
or as otherwise required by law. 
 (m) “Corporate Transaction” means the consummation, in a single transaction or
in a series of related transactions, of any one or more of the following events: 
 (i) a sale or other disposition of all or substantially
all, as determined by the Board, in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 
 (ii) a sale or
other disposition of more than 50% of the outstanding securities of the Company; 
 (iii) a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or 
 (iv) a merger, consolidation or similar transaction following which the
Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into
other property, whether in the form of securities, cash or otherwise. 
 (n) “Director” means a member of the Board.


  
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 (o) “Disability” means, with respect to a Participant, the inability
of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of
not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances.

 (p) “Dissolution” means when the Company, after having executed a certificate of dissolution with the State of
Delaware (or other applicable state), has completely wound up its affairs. Conversion of the Company into a Limited Liability Company (or any other pass- through entity) will not be considered a “Dissolution” for purposes of the Plan. 

(q) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or
payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. 
 (r)
“Entity” means a corporation, partnership, limited liability company or other entity. 
 (s) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 (t)
“Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the
Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the
Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the IPO Date, is the Owner, directly or
indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities. 

(u) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of
Common Stock will be, unless otherwise determined by the Plan Administrator, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date
of determination, as reported in a source the Plan Administrator deems reliable. 
 (ii) Unless otherwise provided by the Plan
Administrator, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists. 

  
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 (iii) In the absence of such markets for the Common Stock, the Fair Market Value will be
determined by the Plan Administrator in good faith and in a manner that complies with Section 409A of the Code. 
 (v)
“Incentive Stock Option” means an option that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code. 

(w) “IPO Date” means June 27, 2018. 

(x) “Non-Employee Director” means a Director who either (i) is not a
current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for
an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation
S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee
director” for purposes of Rule 16b-3. 
 (y) “Nonstatutory Stock
Option” means any Option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option. 

(z) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act. 
 (aa) “Option” means a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the
Plan. 
 (bb) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the
terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan. 
 (cc)
“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. 

(dd) “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted
pursuant to the terms and conditions of Section 6(d). 
 (ee) “Other Stock Award Agreement” means a written
agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(ff) “Own,” “Owned,” “Owner,” “Ownership”
means a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

  
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 (gg) “Participant” means an Eligible Employee to whom an Award is
granted pursuant to the Plan. 
 (hh) “Performance Criteria” means the one or more criteria that a majority of the
Independent Directors or the Independent Compensation Committee (as applicable) will select for purposes of establishing the Performance Goals for a Performance Period. 

(ii) “Performance Goals” means, for a Performance Period, the one or more goals established by a majority of the
Independent Directors or the Independent Compensation Committee (as applicable) for the Performance Period based upon the Performance Criteria. 

(jj) “Performance Period” means the period of time selected by a majority of the Independent Directors or the
Independent Compensation Committee (as applicable) over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award. Performance Periods may be
of varying and overlapping duration, at the sole discretion of the a majority of the Independent Directors or the Independent Compensation Committee. 

(kk) “Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c). 

(ll) “Plan” means this Neuronetics, Inc. 2020 Inducement Incentive Plan. 

(mm) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and
conditions of Section 6(a). 
 (nn) “Restricted Stock Award Agreement” means a written agreement between the
Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(oo) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(b). 
 (pp) “Restricted Stock Unit Award Agreement” means a written agreement
between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to the terms and conditions of the Plan. 

(qq) “Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 

(rr) “Securities Act” means the Securities Act of 1933, as amended. 

(ss) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common
Stock that is granted pursuant to the terms and conditions of Section 5. 

  
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 (tt) “Stock Appreciation Right Agreement” means a written agreement
between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan. 

(uu) “Stock Award” means any right to receive Common Stock granted under the Plan, including a Nonstatutory Stock
Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award. 

(vv) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and
conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan. 
 (ww)
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and
(ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%. 

(xx) “Transaction” means a Corporate Transaction or a Change in Control. 

  
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