TransEnterix, Inc. Non-Employee Director Compensation Program (Effective May 24, 2018)

Summary

This agreement outlines the compensation program for non-employee directors of TransEnterix, Inc. Effective May 24, 2018, non-employee board members receive an annual cash retainer, additional retainers for committee roles, and an annual equity award split between stock options and restricted stock units. Directors may choose to receive compensation in stock or opt out. Equity awards vest quarterly or after one year, with a cap of 90,000 shares per year. The program sets clear terms for director compensation and participation.

EX-10.1 2 d595193dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Non-Employee Director Compensation Program

Effective May 24, 2018, the TransEnterix, Inc. Non-Employee Director Compensation Program is:

 

Annual
Retainer
for each
Non-

employee

Board

Member
(1)

   Additional Retainer for
Committee Chairs
     Additional
Retainer for
Lead
Director
     Additional Retainer for
Committee Members
     Annual Equity
Award
(1)(2)(3)

$40,000

   Audit
Compensation
N&CG
   $
$
$
20,000
13,000
10,000
 
 
 
   $ 40,000      Audit
Compensation
N&CG
   $
$
$
9,000
6,000
5,000
 
 
 
   50/50 stock options and Restricted Stock Units with a grant date value of approximately
$90,000

 

(1) Each non-employee director can elect to receive the annual cash compensation in stock. Each non-employee director can also elect not to receive the cash and/or stock compensation.
(2) The vesting schedule is 25% of the stock option award quarterly on July 1, October 1, January 1 and April 1 following the date of grant. For the restricted stock units, the units remain subject to forfeiture until the first anniversary of the date of grant or, if earlier, the date of the next annual meeting of stockholders.
(3) Each annual equity award will be for no more than 90,000 shares of common stock.