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