Letter Agreement for Board Membership between TransMedics, Inc. and Sir Magdi Yacoub
TransMedics, Inc. has appointed Professor Sir Magdi Yacoub to its board of directors. As a board member, Sir Magdi will receive an annual fee of $50,000, paid in two installments of $25,000 each year, as long as he remains a director. He will also be reimbursed for reasonable expenses related to attending board meetings, provided he submits receipts. Sir Magdi is required to sign an assignment of inventions agreement. The company will publicly announce his appointment. The agreement is confirmed by Sir Magdi's signature.
Exhibit 10.12
 | 200 Minuteman Road Suite 302 Andover, MA 01810 Tel: 978 ###-###-#### Fax: 978 ###-###-#### |
December 6, 2004
Professor Sir Magdi Yacoub
Imperial College London
The Magdi Yacoub Institute
NHLI at Heart Science Centre
Harefield, Middlesex, UB9 6JH
United Kingdom
Dear Professor Yacoub,
I am very pleased to advise you of your election to the board of directors of TransMedics, Inc. The Company will pay you a fee for your services as a board member at the rate of $50,000 for each year that you remain a director. Payments will be made in two increments per year of $25,000 each, beginning with your signature below. We expect to hold four to five board meetings per year. In addition, the Company will reimburse you for the reasonable out-of-pocket costs and expenses incurred by you in connection with your attending or participating in full board and board committee meetings. In accordance with Company policy, we will require that you provide receipts for these out-of-pocket costs and expenses. In addition, we will require that you execute an assignment of inventions agreement with the Company (in the form attached hereto). We expect to publicly announce your election to the board of directors, including by issuing a press release.
On behalf of the entire board and employees, we are honored that you have joined TransMedics’ board of directors. Please indicate your agreement with the foregoing by signing the enclosed copy of this letter in the space provided below.
Very Truly Yours
/s/Waleed H. Hassanein
Waleed H. Hassanein
President & CEO
AGREED:
| /s/Magdi Yacoub |
Professor Sir Magdi Yacoub
