exv10w1






Exhibit 10.1








September 28, 2010




Steve Ainsworth

6120 Dorsett Place

Wilmington, NC 28403



Dear Steve:



On behalf of TranS1, Inc., I am pleased to offer you the position of Vice President of Research &
Development, reporting directly to me, effective October 1, 2010.



The following describes the terms of our offer of employment to you.




Job Responsibilities:



As Vice President of R&D, you will have the classic oversight responsibilities attendant to the
position, including:





	 	• 	 	Management of proprietary research and patent portfolio
	 
	 	• 	 	Principal support for business development investigational activities
	 
	 	• 	 	Leading product development from initial concept through launch
	 
	 	• 	 	Managing ongoing support for existing product lines




You will be expected to devote your full business time and best efforts to the performance of your
duties and responsibilities and to abide by Company policies and procedures that may be changed
from time to time.




Compensation:



A pre-tax annual compensation rate of $172,000 will be paid over twenty-four (24) payroll periods
during the year. Semi-monthly payroll dates are the 15th and the last day of each month.



You will also be eligible for an annual bonus equal to a maximum of thirty (30%) percent of your
annual base salary, and based upon specific objectives established in collaboration with me.




Stock Options:



As part of this promotion offer, and following the Board of Directors approval, you will be granted
options to purchase 40,000 shares of common stock of TranS1®, Inc. The price per share will be
established as the fair market value at the time of Board approval. Once granted, the stock
options




301 Government Center Drive * Wilmington, NC 28403

910.332.1700 Voice * 866.954.8873 Fax

www.TranSl.com






 









 







shall vest 25% on the first anniversary date of this promotion, and thereafter will vest in
thirty-six equal monthly installments. These options are subject to the conditions outlined in the
Company’s 2007 Stock Incentive Plan. A copy of the Plan will be given to you on your acceptance of
this offer.




Relocation:



As you know, the Company may open a new office when business conditions dictate. If that were to
happen, TranS1 will pay for your moving expenses in accordance with the provisions of the Executive
Relocation Policy, currently under development for Board approval.




Employment Integrity:



Because this new position carries great responsibility and exercises authority which directly
affects business performance, we have included a revised Proprietary Information Agreement (PIA)
with this offer.



Please note that this letter and your response do not to constitute a contract of employment for a
stated term. This means that if you accept this offer, you will retain the right to terminate your
employment at any time and TranS1 will retain a similar right.




 





This offer will remain open for a period of five (5) business days. Please advise regarding your
interest in accepting this position during this time by signing and returning this offer letter and
associated PIA.




866.954.8873 (fax) * tmcdonald@trans1.com



In accepting this offer, you represent that you have not relied on any agreements or
representations, written or oral, express or implied, with respect to your employment that are not
set forth in this letter.



We look forward to having you join the Trans1 Executive Staff and contributing to the continued
success of the Company.




	 	 	 	 	 	 	 	 	 

	 	 	 	 	Sincerely,	 	 
	 
	 

	 	 	 	 	/s/ Ken Reali	 	 
	 

	 	 	 	 	Ken Reali	 	 
	 	 	 	 	President and COO	 	 
	Accepted:
	 	 	 	 	 	 	 	 
	 
	/s/ Steve Ainsworth
 

Steve Ainsworth

	 	 
	 	 	 	September 29, 2010
 

Date