TransEnterix, Inc. Non-Employee Director Compensation Program (Effective July 1, 2020)

Summary

This agreement outlines the compensation program for non-employee directors of TransEnterix, Inc., effective July 1, 2020. Directors receive annual and initial equity awards, with the option to choose between stock options or restricted stock units. Compensation includes baseline board fees and additional amounts for committee roles, all paid in equity. Vesting schedules and limits on total compensation are specified. The agreement also details how the value and number of shares are calculated. The program is governed by the company’s Amended and Restated Equity Compensation Plan.

EX-10.1 2 trxcnon-employeedirect.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

Non-Employee Director Compensation Program

Effective July 1, 2020, the TransEnterix, Inc. Non-Employee Director Compensation Program is:



Annual Equity Retainer(1)			Annual Equity Award (2)	Initial Equity Award (2)
Non-Employee Director role:	Dollar value	Paid in equity in lieu of cash (2)	Equity grant of stock options or restricted stock units with a value of $45,000. Director can elect the form of equity. Cliff vesting at first anniversary of grant or following year’s annual meeting date, if earlier, subject to forfeiture if not vested.	Equity grant of stock options or restricted stock units with a value of $50,000. Incoming director can elect the form of equity. Vests one-third of award on each of the first three anniversaries of the date of grant.
Baseline Board Compensation	$40,000	Equity issued quarterly in arrears to each director under the Plan. Vested on grant. Yearly election will be made by each director to receive grant as shares of common stock or stock options.
Non-Executive Chair	$40,000
Audit Committee Chair	$20,000
Compensation Committee Chair	$13,000
CG & Nominating Committee Chair	$10,000
Audit Committee Member	$9,000
Compensation Committee Member	$6,000
CG& Nominating Committee Member	$5,000


(1)	Annual non-employee director compensation limit of $250,000 with initial year compensation limit of $500,000 as set forth in the Amended and Restated Equity Compensation Plan (the “Plan”).


(2)	Number of shares of common stock, restricted stock units or stock options calculated using a stock price equal to the greater $1.00 or the average closing price in the 20 trading days prior to the date of grant and, for stock options, if elected by a director, a Black Scholes calculation. Stock options will have a seven year term.