2004 Stock Incentive Plan



 Exhibit 10.2 
 TRANSMEDICS, INC. 
 2004 STOCK INCENTIVE PLAN 
 (as amended and restated) 
  

	1.	Purpose 

 The purpose of this 2004 Stock Incentive
Plan (the “Plan”) of TransMedics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who
are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to align their interests with those of the Company’s stockholders.
Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as
determined by the Board of Directors of the Company (the “Board”). 
  

	2.	Eligibility 

 All of the Company’s employees,
officers, directors, consultants and advisors are eligible to receive options, restricted stock and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a
“Participant”. 
  

	3.	Administration and Delegation 

 (a)
Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it
shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and
final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith. 
 (b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All
references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such
Committee or officers. 







 (c) Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to
one or more officers of the Company the power to grant Awards to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that
the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards
that the officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act). 
  

	4.	Stock Available for Awards 

 Subject to adjustment
under Section 8, Awards may be made under the Plan for such number of shares of Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”) that is equal to the sum of: 
 (a) 9,322,060 shares of Common Stock; plus 
 (b) such additional number of shares of Common Stock (up to 2,214,920 shares) as is equal to the sum of (x) the number of shares of Common Stock reserved for issuance under the Company’s 2000 Stock Option/Stock Issuance Plan (the
“Existing Plan”) that remain available for grant under the Existing Plan immediately prior to the initial adoption of the Plan by the Board and (y) the number of shares of Common Stock subject to awards granted under the Existing Plan
which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right prior to the closing of the Company’s initial public
offering of Common Stock (subject, however, in the case of Incentive Stock Options (as hereinafter defined) to any limitations of the Code). 
 If any Award
expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original
issuance price pursuant to a contractual repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common
Stock tendered to the Company by a Participant to exercise an Award shall be added to the number of shares of Common Stock available for grant of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter defined), the
foregoing provisions of this paragraph shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 
  

	5.	Stock Options 

 (a) General. The Board may
grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, 

  

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the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”. 
 (b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the
Code (an “Incentive Stock Option”) shall only be granted to employees of TransMedics, Inc., any of TransMedics, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any
other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no
liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board pursuant to Section 9(f), including
without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option. 
 (c) Exercise Price. The Board shall
establish the exercise price of each Option and specify such exercise price in the applicable option agreement. 
 (d) Duration of
Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement. 
 (e) Exercise of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by
the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company following exercise either as soon as
practicable or, subject to such conditions as the Board shall specify, on a deferred basis (with the Company’s obligation to be evidenced by an instrument providing for future delivery of the deferred shares at the time or times specified by
the Board). 
 (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid
for as follows: 
 (1) in cash or by check, payable to the order of the Company; 
 (2) except as the Board may otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking
by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 
 (3) when the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board
(“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of 

  

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time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements; 
 (4) to the extent permitted by applicable law and by the Board, by (i) delivery
of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or 
 (5) by any combination of the above permitted forms of payment. 
 (g) Substitute Options. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems appropriate in
the circumstances, notwithstanding any limitations on Options contained in the other sections of this Section 5 or in Section 2. 
 (h) Repricing of Options. The Board may, without stockholder approval, amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then current exercise price per share of such
outstanding Option. The Board may also, without stockholder approval, cancel any outstanding Option and grant in substitution therefor new Awards covering the same or a different number of shares of Common Stock and having an exercise price per
share lower than the then current exercise price per share of the cancelled Option. 
  

	6.	Restricted Stock 

 (a) General. The Board may
grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if
issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a
“Restricted Stock Award”). 
 (b) Terms and Conditions. The Board shall determine the terms and conditions of a Restricted
Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any. 
 (c) Stock Certificates. Any stock
certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an
effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate. 
  

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 (d) Deferred Delivery of Shares. The Board may, at the time any Restricted Stock Award is granted,
provide that, at the time Common Stock would otherwise be delivered pursuant to the Award, the Participant shall instead receive an instrument evidencing the right to future delivery of Common Stock at such time or times, and on such conditions, as
the Board shall specify. The Board may at any time accelerate the time at which delivery of all or any part of the Common Stock shall take place. The Board may also permit an exchange of unvested shares of Common Stock that have already been
delivered to a Participant for an instrument evidencing the right to future delivery of Common Stock at such time or times, and on such conditions, as the Board shall specify. 
  

	7.	Other Stock-Based Awards 

 Other Awards of shares of
Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock Unit Awards”), including
without limitation stock appreciation rights and Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards
granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board shall determine. Subject to the provisions of the Plan,
the Board shall determine the conditions of each Other Stock Unit Awards, including any purchase price applicable thereto. At the time any Award is granted, the Board may provide that, at the time Common Stock would otherwise be delivered pursuant
to the Award, the Participant will instead receive an instrument evidencing the Participant’s right to future delivery of the Common Stock. 
  

	8.	Adjustments for Changes in Common Stock and Certain Other Events 

 (a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in
capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the number and class of securities and
exercise price per share of each outstanding Option, (iii) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding Award shall be
equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a
stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises
an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 
  

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 (b) Reorganization and Change in Control Events 
 (1) Definitions 
 (a) A “Reorganization Event” shall mean: 
 (i) any merger or consolidation of the
Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled; or 
 (ii) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange
transaction; or 
 (iii) any liquidation or dissolution of the Company. 
 (b) A “Change in Control Event” shall mean: 
 (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the
then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition directly from the Company (excluding
an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such
security acquired such security directly from the Company or an underwriter or agent of the Company), or (B) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and
(y) of subsection (iii) of this definition; or 
 (ii) such time as the Continuing Directors (as defined below) do
not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the
Board on the date of the initial adoption of this Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or
whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause
(y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or
on behalf of a person other than the Board; or 
 (iii) the consummation of a merger, consolidation, reorganization,
recapitalization or share exchange involving the Company or a sale or other 

  

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disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the
election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the
Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the
Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such
corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or 
 (iv) the liquidation or dissolution of the Company. 
 (c) “Cause” shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days of written
notice to the Participant from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company. 
 (2) Effect on Options 
 (a) Reorganization Event. Upon the occurrence of a Reorganization Event (regardless of whether such event also constitutes a Change in Control Event), or the execution by the Company of any agreement with
respect to a Reorganization Event (regardless of whether such event will result in a Change in Control Event), the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof); provided that if such Reorganization Event also constitutes a Change in Control Event, except to the extent specifically provided to the contrary in the instrument evidencing any Option or any other
agreement between a Participant and the Company, such assumed or substituted options shall become immediately exercisable in full if, within 18 months of the consummation of the Reorganization Event, the Participant’s employment with the
Company or the acquiring or succeeding corporation is terminated without Cause by the Company or the acquiring or succeeding corporation. For purposes hereof, an Option shall be considered assumed if, following consummation of the Reorganization
Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a
result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of 

  

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consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a
result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of
Common Stock as a result of the Reorganization Event. 
 Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, or in the event of a liquidation or dissolution of the Company, the Board shall, upon written notice to the Participants, provide that all then
unexercised Options will become exercisable in full as of a specified time prior to the Reorganization Event and will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the Participants
before the consummation of such Reorganization Event; provided, however, that in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common
Stock surrendered pursuant to such Reorganization Event (the “Acquisition Price”), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Reorganization Event and that each Participant
shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable),
exceeds (B) the aggregate exercise price of such Options. To the extent all or any portion of an Option becomes exercisable solely as a result of the first sentence of this paragraph, the Board may provide that upon exercise of such Option the
Participant shall receive shares subject to a right of repurchase by the Company or its successor at the Option exercise price. Such repurchase right (1) shall lapse at the same rate as the Option would have become exercisable under its terms
and (2) shall not apply to any shares subject to the Option that were exercisable under its terms without regard to the first sentence of this paragraph. 
 (b) Change in Control Event that is not a Reorganization Event. Except to the extent specifically provided to the contrary in the
instrument evidencing any Option or any other agreement between a Participant and the Company, each such Option shall be immediately exercisable in full if, within 18 months of the consummation of a Change in Control Event that does not also
constitute a Reorganization Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated without Cause by the Company or the acquiring or succeeding corporation. 
 (3) Effect on Restricted Stock Awards 
 (a) Reorganization Event that is not a Change in Control Event. Upon the occurrence of a Reorganization Event that is not a Change in Control Event, the repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event
in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. 
  

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 (b) Change in Control Event. Except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, each such Restricted Stock Award shall immediately become free from all conditions or restrictions if, within 18 months of
the consummation of the Change in Control Event (regardless of whether such event also constitutes a Reorganization Event), the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated without Cause by
the Company or the acquiring or succeeding corporation. 
 (4) Effect on Other Awards. The Board shall specify the
effect of a Reorganization Event and Change in Control Event on any other Award granted under the Plan at the time of the grant of such Award. 
  

	9.	General Provisions Applicable to Awards 

 (a)
Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by
the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 
 (b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. 
 (c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat Participants uniformly. 
 (d) Termination of Status. The
Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant,
the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award. 
 (e)
Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld in connection with an Award to such Participant. Except as the Board may otherwise
provide in an Award, for so long as the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum


  

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statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The Company may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 
 (f) Amendment of Award. The
Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to
a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the
Participant. 
 (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant
to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all
other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 
 (h) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the case may be. 
  

	10.	Miscellaneous 

 (a) No Right To Employment or
Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. 
 (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as
a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means
of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an
Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 
  

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 (c) Effective Date and Term of Plan. The Plan shall become effective on the date on which it is
adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s
stockholders, but Awards previously granted may extend beyond that date. 
 (d) Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time. 
 (e) Authorization of Sub-Plans. The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to this Plan containing (i) such limitations
on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements
adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any
jurisdiction which is not the subject of such supplement. 
 (f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law. 
  

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 TransMedics, Inc. 
 Nonstatutory Stock Option Agreement  
 Granted Under 2004 Stock Incentive Plan 
  

	1.	Grant of Option. 

 This agreement evidences the
grant by TransMedics, Inc. a Delaware corporation (the “Company”), on             , 200[    ] (the “Grant Date”) to
[                    ], an [employee], [consultant], [director] 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 2004 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 not 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. 
  

	2.	Vesting Schedule. 

 This option will become
exercisable (“vest”) as to [insert applicable vesting schedule]. 
 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. 
  

	3.	Exercise of Option. 

 (a) 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. 
 (b) 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 [or director] of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under
the Plan (an “Eligible Participant”). 
 (c) 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. 
 (d) 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. 
 (e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined
below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “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 shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that
discharge for cause was warranted. 
  

	4.	Company Right of First Refusal. 

 (a) 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. 
 (b) 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 receipt of such notice, the Participant shall 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


  

 -2- 








 
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. 
 (c) 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. 
 (d) 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, in so far as permitted by law, treat the Company as the owner of such Offered Shares. 
 (e) Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4: 
 (1) 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; 
 (2) any
transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and 
 (3) the sale of all or substantially all of the 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 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. 
 (f) 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. 
  

 -3- 








 (g) Termination. The provisions of this Section 4 shall terminate upon the earlier of the
following events: 
 (1) 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 
 (2) the sale of all or substantially all of the 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 Common Stock
immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such
transaction). 
 (h) 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. 
 (i) 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.” 
  

	5.	Agreement in Connection with Public Offering. 

 The
Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the
purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public
offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, 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. 
  

 -4- 









	6.	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.

  

	7.	Nontransferability of Option. 

 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, by the laws of descent and distribution or pursuant to a qualified domestic relations order, and, during
the lifetime of the Participant, this option shall be exercisable only by the Participant. 
  

	8.	Provisions of the Plan. 

 This option is subject to
the provisions of 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.
				
	Dated:                     	 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  


  

 -5- 








 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 2004 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  

		
	Address:	 	  

		 	  



  

 -6- 








 NOTICE OF STOCK OPTION EXERCISE 
 Date:
                         
 TransMedics, Inc. 
 600 West Cummings Park, Suite 3050 
 Woburn, MA 01801 
 Attention: Treasurer 
 Dear Sir or
Madam: 
 I am the holder of an Nonstatutory Stock Option granted to me under the TransMedics, Inc. (the “Company”) 2004 Stock
Incentive Plan on                      for the purchase of
                     shares of Common Stock of the Company at a purchase price of
$             per share. 
 I hereby exercise my option to purchase
                     shares of Common Stock (the “Shares”), for which I have enclosed [cash] [a personal check] in the amount of
$            . Please register my stock certificate as follows: 
  

							
	Name(s):	  	  
	  		  	
				
		  	  
	  		  	
				
	Address:	  	  
	  		  	
				
	Tax I.D. or SSN:	  	  
	  		  	

 I represent, warrant and covenant as follows: 
 1. I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the
Shares in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act. 
 2.
I have had such opportunity as I have deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company. 
 3. I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and
to make an informed investment decision with respect to such purchase. 
 4. I can afford a complete loss of the value of the Shares and am
able to bear the economic risk of holding such Shares for an indefinite period. 
  

 -7- 








 5. I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption
from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with
respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act. 
  

	
	Very truly yours,
	
	  

	(Signature)

  

 -8- 








 TransMedics, Inc. 
 Incentive Stock Option Agreement  
 Granted Under 2004 Stock Incentive Plan 
  

	6.	Grant of Option. 

 This agreement evidences the
grant by TransMedics, Inc., a Delaware corporation (the “Company”), on [                    ], 200[    ]
(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 2004 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. 
  

	7.	Vesting Schedule. 

 This option will become
exercisable (“vest”) as to [insert applicable vesting schedule]. 
 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. 
  

	8.	Exercise of Option. 

 (a) 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. 
 (b) 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”). 

(c) 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. 
 (d) 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. 
 (e) Discharge for
Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge.
“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 shall be considered to have
been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 
  

	9.	Company Right of First Refusal. 

 (a) 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. 
 (b) 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 receipt of such notice, the Participant shall 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 

  

 - 2 - 








 
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. 
 (c) 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. 
 (d) 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, in so far as permitted by law, treat the
Company as the owner of such Offered Shares. 
 (e) Exempt Transactions. The following transactions shall be exempt from the
provisions of this Section 4: 
 (1) 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; 
 (2) any transfer pursuant to an effective registration statement filed by the Company under the
Securities Act of 1933, as amended (the “Securities Act”); and 
 (3) the sale of all or substantially all of the 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 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. 
 (f) 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. 
 (g)
Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events: 
 (1) 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 
  

 - 3 - 








 (2) the sale of all or substantially all of the 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 Common Stock immediately prior to such transaction
beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). 
 (h) 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.

 (i) 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.” 
  

	10.	Agreement in Connection with Public Offering. 

 The
Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the
purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public
offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, 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. 
  

	11.	Tax Matters. 

 (a) 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. 
 (b) 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. 
  

 - 4 - 









	12.	Nontransferability of Option. 

 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. 
  

	13.	Provisions of the Plan. 

 This option is subject to
the provisions of 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.
				
	Dated:                     	 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  


  

 - 5 - 








 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 2004 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  

		
	Address:	 	  

		 	  



  

 - 6 - 








 NOTICE OF STOCK OPTION EXERCISE 
 Date:                     

 TransMedics, Inc. 
 600 West Cummings Park, Suite 3050

 Woburn, MA 01801 
 Attention: Treasurer 
 Dear Sir or Madam: 
 I am the holder of an Incentive Stock
Option granted to me under the TransMedics, Inc. (the “Company”) 2004 Stock Incentive Plan on                      for the purchase
of                      shares of Common Stock of the Company at a purchase price of
$             per share. 
 I hereby exercise my option to purchase
                     shares of Common Stock (the “Shares”), for which I have enclosed [cash] [a personal check] in the amount of
$            . Please register my stock certificate as follows: 
  

							
	Name(s):	  	  
	  		  	
				
		  	  
	  		  	
				
	Address:	  	  
	  		  	
				
	Tax I.D. or SSN:	  	  
	  		  	

 I represent, warrant and covenant as follows: 
 14. I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the
Shares in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act. 
 15. I have had such opportunity as I have deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company. 
 16. I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares
and to make an informed investment decision with respect to such purchase. 
 17. I can afford a complete loss of the value of the Shares and
am able to bear the economic risk of holding such Shares for an indefinite period. 
  

 - 7 - 








 18. I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption
from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with
respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act. 
  

	
	Very truly yours,
	
	  

	(Signature)

  

 - 8 -