EXHIBIT 10.5 TO MAKO SURGICAL CORP. FORM 10-Q FOR QUARTER ENDED 3-31-2010



Exhibit 10.5


MAKO SURGICAL CORP.

EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT


New Election _____

Change of Election _____


                    1.          I,
_______________________, hereby elect to participate in the MAKO Surgical Corp.
(“MAKO”) Employee Stock Purchase Plan (the “Plan”) for the Offering Period
commencing _______________ __, 20__, and subscribe to purchase shares of the
Company’s Common Stock in accordance with this Subscription Agreement and the
Plan. In addition, I acknowledge that, unless I discontinue my participation in
the Plan as provided in Section 16 of the Plan, my election will continue to be
effective for each successive Offering Period. 


                    2.          I
elect to have contributions in the amount of ____% of my Compensation applied
to this purchase. I understand that this amount must not be less than 1% and
not more than 10% of my Compensation during the Offering Period (but in no
event more than $25,000 in a year). (Please note that no fractional percentages
are permitted). For purposes of this election, “Compensation” means my base
salary or wage. 


                    3.          I
understand that MAKO’s compensation committee has determined that the purchase
price of each share of Common Stock purchased under the Plan will be the lesser
of 85% of the fair market value of the common stock on the last trading day of
the offering period or the first trading day of the offering period (the
“Purchase Price”). 


                    4.          I
hereby authorize payroll deductions from each paycheck during the Offering
Period at the rate stated in Item 2 of this Subscription Agreement. I
understand that all payroll deductions made by me shall be credited to my
account under the Plan and that I may not make any additional payments into
such account. I understand that all payments made by me shall be accumulated
for the purchase of shares of Common Stock at the Purchase Price. I further
understand that, except as otherwise set forth in the Plan, shares will be
purchased for me automatically on the Purchase Date of each Offering Period
unless I otherwise withdraw from the Plan by giving written notice to MAKO’s
Human Resources Department (“HR”) for such purpose. I further understand that
the maximum number of shares that I may purchase in any one quarter is 2,000
shares. 


                    5.          Changing
Contributions: 


                    (a)         I
understand that I may discontinue my Contributions to the Plan by notifying HR
at least 5 business days prior to the Purchase Date. In this case, I understand
that my Contributions will be discontinued as soon as practicable following
HR’s receipt of my notice and either of the following shall occur, subject to
my election: (i) the amount then credited to my account as of the Purchase Date
will be used to purchase shares during the Offering Period after which my
participation in the Plan will be discontinued or (ii) the amount then credited
to my account will be withdrawn and returned to me following the end of the Offering
Period and my participation in the Plan will be discontinued. 


                    (b)         I
also understand that I can decrease the rate of my Contributions to not less
than 1% of my Compensation (or $10 if greater) per pay period on only one
occasion during any Offering Period by completing and filing a new Subscription
Agreement at least 10 business days prior to the beginning of the next pay period,
with such decrease taking effect as of the beginning of the pay period
following the date of filing of the new Subscription Agreement.


Form Approved March 2010





                    (c)         Further,
I may increase or decrease the rate of my Contributions for future Offering
Periods by filing a new Subscription Agreement Plan at any time at least 10
business days prior to the start of the next Offering Period, and any such
change will be effective as of the beginning of the next Offering Period. 


                    6.          I
have received a copy of the most recent description of the Plan (the
“Prospectus”), and a copy of the “MAKO Surgical Corp. Employee Stock Purchase
Plan” has been made available to me on MAKO’s Intranet website. I understand
that my participation in the Plan is in all respects subject to the terms of
the Plan. 


                    7.          I
understand that MAKO may choose to deliver certain statutory materials relating
to the Plan in electronic form. By enrolling in the Plan I agree that MAKO may
deliver the Plan prospectus and the Company’s annual report to me in an
electronic format. If at any time I would prefer to receive paper copies of
these documents, as I am entitled, MAKO would be pleased to provide copies.
Please contact HR at humanresources@makosurgical.com to request paper copies of
these documents. 


                    8.          I
understand that if I dispose of any shares received by me pursuant to the Plan
within 2 years after the Grant Date (the first day of the Offering Period
during which I purchased such shares), I will be treated for federal income tax
purposes as having received ordinary compensation income at the time of such
disposition in an amount equal to the excess of the fair market value of the
shares on the Purchase Date over the price which I paid for the shares,
regardless of whether I disposed of the shares at a price less than their fair
market value at the Purchase Date. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss. 


                    I
hereby agree to notify HR in writing within 30 days after the date of any such
disposition, and I will make adequate provision for federal, state or other tax
withholding obligations, if any which arise upon the disposition of the Common
Stock. MAKO may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to MAKO any tax
deductions or benefits attributable to the sale or early disposition of Common
Stock by me. 


                    I
understand that this tax summary is only a summary and is subject to change.
I further understand that I should consult a tax advisor concerning the tax
implications of the purchase and sale of stock under the Plan. 


                    I
hereby agree to be bound by the terms of the Plan. The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the
Plan. 


	
  

 	
  

 
	
 SIGNATURE: 

 	
  



 






	
  

 	
  

 
	
 SOCIAL
 SECURITY #: 

 	
  


 






	
  

 	
  

 
	
 DATE: 

 	
  



 
	
  

 
	
  



 
	
 (Print name)

 


Form Approved March 2010 






BENEFICIARY DESIGNATION FORM FOR

MAKO SURGICAL CORP. EMPLOYEE STOCK PURCHASE PLAN


	
  

 	
  

 
	
 PARTICIPANT INFORMATION:

 
	
 Participant
 Name:          (Mr/Ms)  _______________________________________________________________________

 
	
                                                                                 Last                                             First                                  M.I.

 
	
 Social
 Security Number: __________-______-_________

 
	
  

 
	
 Address:

 	
 __________________________________________________________________________________________

 
	
  

 	
  

 
	
  

 	
 __________________________________________________________________________________________

 



BENEFICIARY DESIGNATION:


Please name at
least one beneficiary who will receive any funds accumulated in your account
under the Plan at the time of your death if you should die while participating
in the Plan. If more than one beneficiary is named and no share percentages are
indicated, any funds in your account shall be paid to the surviving
beneficiary(ies) in equal shares. If a percentage is indicated and a
beneficiary(ies) does not survive you, the percentage of the beneficiary’s
share shall be divided equally among the surviving beneficiary(ies).


            I
hereby designate my beneficiary(ies) as follows (please print):


1.
Name: ________________________________  Share%: _______


            Relationship: _____________________________________


            Address: ________________________________________


                            ________________________________________


            Social
Security Number: __________-______-________


2.
Name: ________________________________  Share%: _______


            Relationship: _____________________________________


            Address:
 ________________________________________


                            ________________________________________


            Social
Security Number: __________-______-_________


            If
none of the foregoing survives me, then I hereby designate my beneficiary(ies)
as follows:


1.
Name: ________________________________  Share%: _______


            Relationship: _____________________________________


            Address:
 ________________________________________


                            ________________________________________


            Social
Security Number: __________-______-________


2.
Name: ________________________________  Share%: _______


            Relationship: _____________________________________


            Address:
 ________________________________________


                            ________________________________________


            Social
Security Number: __________-______-________


SIGNATURE: _____________________________________         DATE: __________________________________________


Form Approved March 2010