Filed by Bowne Pure Compliance





Exhibit 10.2




SECOND AMENDMENT TO EMPLOYMENT AGREEMENT




This Second Amendment (“Amendment”) to Employment Agreement is made effective July 21, 2008, by and
between Steven J. Nunes (“Employee”) and MAKO Surgical Corp. (“Company”).



Recitals




Whereas, Employee and Company have entered into that certain Employment Agreement, dated
May 15, 2006 (as amended effective February 5, 2007,the “Agreement,” the terms of which are
expressly incorporated herein); and



Whereas, Employee and Company, pursuant to Section 8(a) of the Agreement, now seek to
formally amend the Agreement by way of this Amendment;



NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and
warranties contained in the Agreement and this Amendment, the parties hereby agree as follows:



1. Section 2(b) of the Agreement is hereby supplemented by the addition of the following provision,
which shall be exclusively applied to the bonus compensation to be paid to the Employee for his
performance during 2008:




“For 2008, in addition to other bonus consideration payable, the Employee shall be eligible
for a performance bonus under the 2008 Performance Bonus Plan for S. Nunes — SVP of Sales &
Marketing, the terms of which are set forth on the attached Exhibit A, incorporated herein
by reference.”



2. Except as expressly provided herein, all terms and conditions set forth in the Agreement to
which this Amendment applies, shall remain in full force and effect. In the event of a conflict
between this Amendment and the Agreement, this Amendment shall be controlling.



4. This Amendment may be executed in counterparts, each of which are deemed to be original, but
both of which together constitute one and the same instrument. Copies of signatures sent by
facsimile transmission are deemed to be originals for purposes of execution and proof of this
Amendment.



In Witness Whereof, the parties have duly executed this Amendment to be effective as of
the day and year first above written.



	 	 	 	 	 	 	 
	MAKO SURGICAL CORP.	 	EMPLOYEE
	 
	 	 	 	 	 	 
	By:

	 	/s/ Maurice R. Ferré
	 	By:
	 	/s/ Steven J. Nunes
	 

	 	 
	 	 	 	 
	 

	 	Maurice R. Ferré
	 	 	 	Steven J. Nunes
	 

	 	Chairman, President & CEO	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	July 25, 2008
	 	Date:
	 	July 25, 2008





 


 









 





Exhibit A




2008 Performance Bonus Plan for S. Nunes — SVP of Sales & Marketing (this “Plan”)





	1.	 	Overview






	 	a.	 	A Bonus (in the form of cash and/or a grant of incentive stock options)
shall be payable based on achievement of certain quarterly and annual sales metrics
of installs and procedures as set forth in the Company’s 2008 Metrics Scorecard






	 	b.	 	Points shall be awarded based on the weighting set forth on the 2008
Metrics Scorecard as indicated in the 2008 S&M Metrics Subscorecard.






	2.	 	Point System






	 	a.	 	Baseline Metrics






	 	i.	 	Employee shall receive 20 points per quarter in
which baseline metric target is achieved.






	 	1.	 	Total potential Quarterly Baseline Points
available = 80 points






	 	ii.	 	Employee shall receive 20 points for achievement of
year end baseline metrics






	 	1.	 	Total potential Year End Baseline Points
available = 20 points






	 	iii.	 	Total maximum points at Baseline metrics = 100
points






	 	b.	 	Stretch Metrics






	 	i.	 	Employee must achieve all Quarterly Baseline Points
for the key initiatives/objectives as indicated on the 2008 S&M Metrics
Subscorecard (the “Key Metrics”) to be eligible for additional points
based on the Stretch Metrics.






	 	ii.	 	Employee shall receive 25 points for year end
achievement of stretch metrics assuming the Key Metrics are achieved for
each quarter.






	 	c.	 	Total maximum points at available to Employee = 125 points






	3.	 	Cash Bonus






	 	a.	 	If Employee achieves 80 or more points under this Plan, Employee shall
receive $800 per point attained.






	 	i.	 	Cash award at maximum base metrics — $80,000
	 
	 	ii.	 	Cash award at maximum stretch metrics — $100,000






	4.	 	Option Bonus






	 	a.	 	Employee shall receive a grant of Forty Thousand (40,000) incentive
stock options under the Company’s 2008 Omnibus Incentive Plan for achievement of
100 points or more.




 


 









 






	5.	 	Conditions 






	 	a.	 	No Bonus will be paid under this Plan unless Employee is an active,
full-time employee of the Company in good standing as of December 31, 2008 and the
date of distribution/grant of any Bonus.






	 	b.	 	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 Employee 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 Employee shall be limited to those of a general unsecured creditor.






	 	c.	 	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 Employee as a result of any Bonus paid or payable
to Employee under this Plan.






	 	d.	 	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.