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|Name: || ||[ ]|
|Number of Shares of Stock subject to the Stock Option: || ||[ ]|
|Exercise Price Per Share: || ||$[ ]|
|Date of Grant: || ||[ ]|
|Vesting Commencement Date: || ||[ ]|
TRANSMEDICS GROUP, INC.
2019 STOCK INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
This agreement (this Agreement) evidences a stock option granted by the Company to the individual named above (the Participant), pursuant to and subject to the terms of the TransMedics Group, Inc. 2019 Stock Incentive Plan (as from time to time amended and in effect, the Plan). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
1. Grant of Stock Option. The Company grants to the Participant on the date set forth above (the Date of Grant) an option (the Stock Option) to purchase, pursuant to and subject to the terms set forth in this Agreement and in the Plan, up to the number of shares of Stock set forth above (the Shares), with an exercise price per Share as set forth above, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
The Stock Option evidenced by this Agreement is a non-statutory option (that is, an option that is not intended to qualify as an ISO) and is granted to the Participant in connection with the Participants Employment.
2. Vesting. The term vest as used herein with respect to the Stock Option (or any portion thereof) means to become exercisable and the term vested with respect to the Stock Option (or any portion thereof) means that the Stock Option (or portion thereof) is then exercisable. Unless earlier terminated, forfeited, relinquished or expired, the Stock Option will vest [ ]
3. Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and must be in written or electronic form acceptable to the Administrator, signed (including by electronic signature) by the Participant or, if at the relevant time the Stock Option has passed to a Beneficiary or permitted transferee, the Beneficiary or permitted transferee. Each such written or electronic exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full of the exercise price by cash or check, through a broker-assisted exercise program acceptable to the Administrator, or as otherwise provided in the Plan. The latest date on which the Stock Option or any portion thereof may be exercised is the tenth (10th) anniversary of the Date of Grant (the Final Exercise Date) and, if not exercised by such date, the Stock Option or any remaining portion thereof will thereupon immediately terminate.