sens_Ex10_1



		

			Exhibit 10.1

		


		

			 

		


		

			

		


		

			 

		





		
			June 20, 2016
		

		
			 
		

		
			To: Mr. Stephen P. DeFalco
		

		
			 
		

		
			Re: Transaction Bonus Settlement
		

		
			 
		

		
			 
		

		
			Stephen:
		

		
			 
		

		
			You previously entered into a Transaction Bonus Agreement, dated December 4, 2015 by and between yourself and Senseonics, Incorporated (the "Company ") (the "Bonus Agreement "). This Settlement Letter sets forth our agreement in satisfaction of the Company's obligation under Section 4.2 of the Bonus Agreement. Defined terms not explicitly defined in this Settlement Letter shall have the definition used in the Bonus Agreement.
		

		
			 
		

		
			Under the terms of the Bonus Agreement, you are entitled to a one-time cash payment upon the first to occur of (i) a Corporate Transaction and (ii) an Initial Public Offering. An Initial Public Offering occurred on March 17, 2016. In lieu of the cash payment, Senseonics Holdings, Inc. agrees to grant you 300,000 shares of Senseonics Holdings, Inc. Common Stock (the "Stock Grant") in full satisfaction of the Company’s  obligations under Section 4.2 of the Bonus Agreement. The Stock Grant will be made under, and subject to, the terms of the Senseonics Holdings, Inc. 2015 Equity Incentive Plan, as amended.
		

		
			 
		

		
			By signing this Settlement Letter, you acknowledge that this Settlement Letter is the complete agreement and understanding between the parties regarding Section 4.2 of the Bonus Agreement, and supersedes all prior agreements entered into by the parties, whether oral or written.
		

		
			 
		

		
			 
		

		
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			Senseonics, Incorporated

		


		

			20451 Seneca Meadows Parkway

		


		

			Germantown, MD 20876-7005

		


		

			P > 301.515.7260

		


		

			F > 301.515.0988

		


		

			www.senseonics.com

		





 



		

			

		


		

			 

		




 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						SENSEONICS, INC.

					
					
						    

					
					
						STEPHEN DE FALCO

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ R. Don Elsey

					
					
						 

					
					
						 

					
					
						/s/ Stephen P. De Falco

				
	
					
						 

					
					
						R. Don Elsey

					
					
						 

					
					
						 

					
					
						Stephen P. De Falco

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						Chief Financial Officer

					
					
						 

					
					
						Date:

					
					
						6/20/2016

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						6/20/2016

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						SENSEONICS HOLDINGS, INC.

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ R. Don Elsey

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						R. Don Elsey

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						Chief Financial Officer

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						6/20/2016

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		


		 


		

			Senseonics, Incorporated

		


		

			20451 Seneca Meadows Parkway

		


		

			Germantown, MD 20876-7005

		


		

			P > 301.515.7260

		


		

			F > 301.515.0988

		


		

			www.senseonics.com