EX-10.6





 Exhibit 10.6 

TransMedics, Inc. Incentive Stock Option Agreement 

Granted Under 2014 Stock Incentive Plan 

Grant of Option. 
 This agreement
evidences the grant by TransMedics, Inc., a Delaware corporation (the “Company”), on [        ] (the “Grant Date”) to [        ], an employee
of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Stock Incentive Plan (the “Plan”), a total of
[        ] shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at [$    ] per Share.
Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [        ] (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms. 
 Vesting Schedule. 

This option will become exercisable (“vest”) as to 2.0833% of the original number of Shares at the end of each one-month period following June 22, 2017 (the “Vesting Commencement Date”) until the option is fully vested on the fourth anniversary of the Vesting Commencement Date. 

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it
shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 

Exercise of Option. 
 Form of
Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The
Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. 

Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be
exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as
defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 
 Termination of Relationship with the
Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the 












 
right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be
exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the
non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation. 
 Exercise Period Upon Death or Disability. If the Participant dies
or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in
paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided
that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final
Exercise Date. 
 Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the
Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If the Participant is party to an employment or severance agreement with the Company that
contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be considered
to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 

Company Right of First Refusal. 

Notice of Proposed Transfer. If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The
Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer. 

Company Right to Purchase. For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all
or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within
such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall 

  
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tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with
duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in
payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and
conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares. 

Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee,
provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this
Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound
by all of the terms and conditions of this Section 4. 
 Consequences of Non-Delivery.
After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or
permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares. 

Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4: 

any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; 

any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the
“Securities Act”); and 
 the sale of all or substantially all of the outstanding shares of capital stock of the Company
(including pursuant to a merger or consolidation); 
 provided, however, that in the case of a transfer pursuant to clause (1) above,
such Shares shall remain subject to the right of first refusal set forth in this Section 4. 
 Assignment of Company Right. The
Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities. 

  
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 Termination. The provisions of this Section 4 shall terminate upon the earlier
of the following events: 
 the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective
registration statement filed by the Company under the Securities Act; or 
 the sale of all or substantially all of the outstanding shares
of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the
Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 50% (determined on an as-converted basis) of the outstanding securities entitled to
vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 
 No Obligation
to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (2) to
treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred. 

Legends. The certificate representing Shares shall bear a legend substantially in the following form (in addition to, or in combination
with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities): 

“The shares represented by this certificate are subject to a right of first refusal in favor of the Company, as
provided in a certain stock option agreement with the Company.” 
 Agreement in Connection with Initial Public Offering. 

The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the
Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of
ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the
filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing
underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested
by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period. 

  
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 Tax Matters. 

Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or
makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant
Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

Transfer Restrictions. 
 This option may
not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall
be exercisable only by the Participant.  
 The Participant agrees that he or she will
not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and
conditions of Section 4 and Section 5; provided that such a written confirmation shall not be required with respect to (1) Section 4 after such provision has terminated in accordance with Section 4(g) or
(2) Section 5 after the completion of the lock-up period in connection with the Company’s initial underwritten public offering. 

Provisions of the Plan. 
 This option is
subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. 

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option
shall take effect as a sealed instrument. 
  

					
	TransMedics, Inc.
		
	By:    	 	 
			
		 	     Name:      
	 	 


 
					
		 	
              Title:   

	 	 



  
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 PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges
receipt of a copy of the Company’s 2014 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	   

	[               ]


 
			
		
	Address: 	 	 
		
		 	 



  
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