Filed by Bowne Pure Compliance





Exhibit 10.1




MAKO Surgical Corp.




2008 LEADERSHIP CASH BONUS PLAN




	 	 	 
	Purpose of the Plan:

	 	The MAKO Surgical Corp. 2008 Leadership Cash Bonus Plan is designed
to attract, retain and motivate management-level employees by
providing meaningful annual cash incentives. Capitalized terms set
forth herein are defined in the “Definitions” section below.
	 
	 	 
	Administration:

	 	The Committee shall administer and interpret this Plan. The Committee
shall also have the sole authority to establish such rules and
regulations, not inconsistent with the provisions of this Plan, as it
deems necessary or desirable for the proper administration of the
Plan and shall make such determinations and interpretations under and
in connection with this Plan as it deems necessary or desirable,
including without limitation the determination of the Distribution
Date and the Scorecard Percentage, Target Bonus Percentages and
Baseline Percentages to be used to calculate Bonuses for the Plan
Year.
	 
	 	 
	 

	 	This Plan, and all such rules, regulations, determinations and
interpretations of the Committee, shall be binding on the Company and
all Participants and upon their legal representatives, heirs,
beneficiaries, successors and assigns and upon all other persons
claiming under or through any of them.
	 
	 	 
	Participants:

	 	Each active, full-time management-level employee of the Company, in
good standing, as determined by the Committee, on the Measurement
Date (except as specifically provided below under the caption,
“Termination of Employment; Death; Disability”) whose Employment
Start Date preceded October 1 of the Plan Year may participate in
this Plan. The Committee, in its discretion, will determine, on a
case-by-case basis, the eligibility of management-level employees to
participate in this Plan who are hired during the fourth quarter of
the Plan Year.
	 
	 	 
	Determination of Bonus
Awards:

	 	After the Measurement Date, the Committee will review the Scorecard
to determine, for purposes of awarding Bonuses under this Plan,
whether the Company attained the minimum Scorecard Percentage.
	 
	 	 
	 

	 	If the Company has attained the minimum Scorecard Percentage for the
Plan Year, a Bonus shall be awarded to each Participant. The amount
of the Bonus shall be calculated by multiplying that Participant’s
Base Salary by the applicable Target Bonus Percentage (as described
below).
	 
	 	 
	 

	 	If the Company has attained a Scorecard Percentage that falls in
between the minimum and maximum Scorecard Percentages, so that the
Target Bonus Percentage must be prorated, the amount of the Bonus to
be awarded to each Participant shall be calculated by multiplying
that Participant’s Base Salary by the applicable Actual Bonus
Percentage.
	 
	 	 
	Target Bonus Percentages:

	 	Target Bonus Percentages are the minimum and maximum percentages of
Base Salary established by the Committee that will apply for the Plan
Year at each Management Level.
	 
	 	 
	 

	 	Unless otherwise determined by the Committee, if a Participant moves
to a higher Target Bonus Percentage level during the Plan Year, that
Participant’s Target Bonus Percentage will be reset at the higher
level for the entire Plan Year. If a Participant moves to a lower
Target Bonus Percentage level during the Plan Year, that
Participant’s Target Bonus Percentage will be reset at the lower
level for the entire Plan Year.






 


 









 





	 	 	 
	Termination of
Employment; Death;
Disability:

	 	No Bonus will be paid to any individual who is not a Participant on
both the Measurement Date and the Distribution Date, except if due to
death or disability, unless otherwise specifically agreed by the
Board or the Committee.
	 
	 	 
	 

	 	Any Participant who dies or becomes Permanently Disabled during the
Plan Year will be paid a Bonus (if and to the extent awarded under
this Plan) based upon the actual Base Salary paid to the Participant
from the beginning of the Plan Year through the date of retirement,
death or Permanent Disability. Any such Bonus will be paid on the
Distribution Date.
	 
	 	 
	Payment of Bonus Awards:

	 	Bonus awards for the Plan Year will be paid in cash to a Participant
(or to his or her beneficiary, in the event of death) on the
Distribution Date, which will occur on or before March 15, 2009.
	 
	 	 
	 

	 	Except in the event of death, no benefit payable under this Plan
shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any such
attempted action shall be void and no such benefit shall be in any
manner liable for or subject to debts, contracts, liabilities,
engagements or torts of any Participant or former Participant.
	 
	 	 
	Absence of Liability:

	 	A member of the Board or the Committee or any officer of the Company
shall not be liable for any act or inaction hereunder, whether of
commission or omission.
	 
	 	 
	Funding of Plan:

	 	The Company shall not be required to fund or otherwise segregate any
cash or any other assets that may at any time be paid to Participants
under this Plan. This Plan shall constitute an “unfunded” plan of the
Company. The Company shall not, by any provision of this Plan, be
deemed to be a trustee of any property, and any rights of a
Participant or former Participant shall be limited to those of a
general unsecured creditor.
	 
	 	 
	Withholding:

	 	The Company shall have the right to make such provisions as it deems
necessary or appropriate to satisfy any withholding obligations it
may have under federal, state or local income or other tax laws. The
Company shall have no liability for any tax imposed on a Participant
as a result of amounts paid or payable to the Participant under this
Plan.
	 
	 	 
	Amendment, Suspension or
Termination of Plan:

	 	In the sole discretion of the Committee or the Board, this Plan, or
any of its provisions, may from time to time be amended, suspended or
terminated in whole or in part, and if suspended or terminated, may
be reinstated.
	 
	 	 
	No Right to Bonus or
Continued Employment:

	 	Neither the establishment of the Plan nor the provision for or
payment of any amounts hereunder, nor any action of the Company, the
Board or the Committee in respect of this Plan, shall be held or
construed to confer upon any person any legal right to receive, or
any interest in, a Bonus under this Plan, or any legal right to be
continued in the employ of the Company or of any Company subsidiary
or affiliate. The Company expressly reserves any and all rights to
discharge a Participant in its sole discretion, without liability to
any person, entity or governing body under this Plan or otherwise.
	 
	 	 
	Successors and Assigns:

	 	This Plan shall be binding upon the Company’s successors and assigns.
	 
	 	 
	Governing Law:

	 	All questions pertaining to the construction, regulation, validity
and effect of the provisions of this Plan shall be determined in
accordance with the laws of the State of Florida without regard to
its conflict of law provisions.
	 
	 	 
	Headings and Captions:

	 	The headings and captions of sections of this Plan are for
convenience of reference only and are not intended to qualify the
meaning of any section.
	 
	 	 
	Definitions:

	 	“Actual Bonus Percentage” means, for a Participant for the Plan Year,
the percentage derived by multiplying the applicable Baseline
Percentage by the Scorecard Percentage.






 


 









 





	 	 	 
	 

	 	“Baseline Percentage” means, for the Plan Year, the percentage
allocated to each Management Level if the Company were to attain 100%
of the performance goals set forth in the Scorecard.
	 
	 	 
	 

	 	“Base Salary” for any Participant means the annual base salary as of
the Measurement Date, prorated for the number of business days that
the Participant actually worked during the Plan Year. Base Salary
does not include any expense reimbursements, relocation payments,
other incentive or variable compensation or bonuses or similar
one-time or extraordinary payments.
	 
	 	 
	 

	 	“Board” means the Company’s Board of Directors.
	 
	 	 
	 

	 	“Bonus” means a Participant’s actual bonus awarded, or to be awarded,
for the Plan Year.
	 
	 	 
	 

	 	“Committee” means the Compensation Committee of the Board.
	 
	 	 
	 

	 	“Company” or “MAKO” means MAKO Surgical Corp. or any subsidiary
designated by the Committee as participating in and subject to this
Plan.
	 
	 	 
	 

	 	“Distribution Date” refers to the date on which Bonus awards are paid
out to each Participant.
	 
	 	 
	 

	 	“Employment Start Date” means the first business day on which a
Participant is a regular employee of the Company in accordance with
the Company’s payroll.
	 
	 	 
	 

	 	“Management Level” refers to the Company’s tiered management levels
consisting of Level A: CEO and Senior Vice Presidents; Level B —
Vice Presidents; Level C — Directors; Level D — Managers; and other
positions with equivalent authority and decision-making ability at
each such level. Each Participant shall have a Management Level
designated on file with the Company’s Human Resources Department.
	 
	 	 
	 

	 	“Measurement Date” means December 31, 2008.
	 
	 	 
	 

	 	“Participant” means a full-time, active Management-Level employee of
the Company in good standing.
	 
	 	 
	 

	 	“Permanent Disability” means that a Participant has become
permanently disabled under any policy of disability income insurance
then in force covering Company employees.
	 
	 	 
	 

	 	“Plan” means this MAKO Surgical Corp. 2008 Leadership Cash Bonus Plan.
	 
	 	 
	 

	 	“Plan Year” means the calendar year beginning January 1, 2008 and
ending December 31, 2008.
	 
	 	 
	 

	 	“Scorecard” refers to the Company’s 2008 Metrics Scorecard that was
adopted by the Board for purposes of determining whether and to what
extent the defined business objectives of the Company were attained
during 2008 and that was approved by the Committee for purposes of
determining compensation matters.
	 
	 	 
	 

	 	“Scorecard Percentage” refers to the percentage of the performance
goals set forth in the Scorecard that the Company attained for the
Plan Year.
	 
	 	 
	 

	 	“Target Bonus Percentage” means, for a Participant for the Plan Year,
the percentage of Base Salary that the Participant is eligible to
earn for the Plan Year.






Approved by the Committee as of July 21, 2008.