Common use of Company Incentive Plans Clause in Contracts

Company Incentive Plans. (a) At the Acceptance Time, each stock option (each a “Company Option” and, collectively, the “Company Options”) that was granted under the Company’s Amended and Restated 1994 Equity Compensation Plan or its 2011 Stock-Based Incentive Compensation Plan (formerly known as the 2003 Amended and Restated Stock-Based Incentive Compensation Plan) (the “Company Stock Plans”) and that is outstanding immediately prior to the Acceptance Time shall vest in full to the extent not already vested. The Company shall have provided to each holder of a Company Option, prior to the Effective Time, written notice and an opportunity to exercise such Company Option prior to the Effective Time. Between the Acceptance Time and the Effective Time, Company Options that have an exercise price of less than $4.25 per share may be exercised, with such exercise effective immediately prior to the Effective Time, by assignment to the Surviving Corporation of a sufficient portion of the Closing Amount payable in the Merger with respect to the shares subject to such Company Options, provided that the holder of such Company Options irrevocably undertakes to exchange such shares pursuant to Section 2.2(b) hereof and instructs the Paying Agent to deduct the applicable portion of the Closing Amount that would otherwise be payable with respect to such shares. At the Effective Time, each then-outstanding Company Option shall be canceled and shall immediately cease to be outstanding, without any payment in respect of such Company Option or cancellation thereof except as provided in the following sentence. In full satisfaction of the cancellation of any Company Option described in the immediately preceding sentence that had a per-Share exercise price less than the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Time, Parent shall, or shall cause the Surviving Corporation to, following the Effective Time, pay to the holder of such Company Option, (x) an amount in cash in respect thereof equal to the product of (I) the excess, if any, of the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Time over the per-Share exercise price of such Company Option and (II) the number of Shares subject thereto (such payments to be net of applicable Taxes withheld pursuant to Section 2.6). As of the Effective Time, no Person shall retain any rights with respect to any previously outstanding Company Options except for the rights of a holder to receive any payment expressly contemplated by this Section 2.4(a).

Company Incentive Plans. With respect to each of the Company’s annual cash incentive plans set forth in Section 6.10(d) of the Company Disclosure Letter (a) At the Acceptance Timeeach, each stock option (each a “Company Option” andIncentive Plan”), collectively, for the “Company Options”) that was granted under the Company’s Amended and Restated 1994 Equity Compensation Plan or its 2011 Stock-Based Incentive Compensation Plan (formerly known as the 2003 Amended and Restated Stock-Based Incentive Compensation Plan) (the “Company Stock Plans”) and that is outstanding immediately prior to the Acceptance Time shall vest fiscal year in full to the extent not already vested. The Company shall have provided to each holder of a Company Option, prior to which the Effective TimeTime occurs, written notice and an opportunity to exercise such Company Option prior to the Effective Time. Between the Acceptance Time and the Effective Time, Company Options that have an exercise price of less than $4.25 per share may be exercised, with such exercise effective immediately prior to the Effective Time, by assignment to the Surviving Corporation of a sufficient portion of the Closing Amount payable in the Merger with respect to the shares subject to such Company Options, provided that the holder of such Company Options irrevocably undertakes to exchange such shares pursuant to Section 2.2(b) hereof and instructs the Paying Agent to deduct the applicable portion of the Closing Amount that would otherwise be payable with respect to such shares. At the Effective Time, each then-outstanding Company Option its Subsidiaries shall be canceled (and shall immediately cease to be outstanding, without any payment in respect of such Company Option or cancellation thereof except as provided in the following sentence. In full satisfaction of the cancellation of any Company Option described in the immediately preceding sentence that had a per-Share exercise price less than the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Time, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, following the Effective Time, ) pay to each Continuing Employee who remains employed with Parent, the holder Surviving Corporation or their respective Affiliates through the end of such Company Optionfiscal year, (x) an amount in cash at the same time or times that Parent, the Surviving Corporation or their applicable Affiliate pays annual bonuses in respect thereof of such fiscal year to other similarly situated employees thereof, but in no event later than March 15 immediately after the end of such fiscal year, a bonus for such fiscal year (the “Annual Bonus”) that is equal to the product greater of (Ii) the excesstarget Annual Bonus that such Continuing Employee would have been entitled to receive under the applicable Company Incentive Plan for such fiscal year, and (ii) the Annual Bonus that such Continuing Employee is entitled to receive under the applicable Company Incentive Plan based on actual level of achievement of the applicable performance criteria for such fiscal year (as determined after giving appropriate effect to the Transactions). Notwithstanding anything to the contrary in the foregoing and unless otherwise provided in an applicable Employee Plan, if any, a Continuing Employee’s employment is terminated without “Cause” or due to the Continuing Employee’s resignation with “Good Reason” (each as defined in Section 6.10(d) of the last reported sale price Company Disclosure Letter) before payment of the Annual Bonus (a Share on The Nasdaq Stock Market “Qualifying Termination”), the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) pay to such Continuing Employee, no later than thirty (30) days following the date of such Qualifying Termination, subject to such Continuing Employee executing and not revoking a general release of claims in a customary form in favor of the Surviving Corporation, Parent and each of their respective Subsidiaries and Affiliates, a pro-rated portion of the target Annual Bonus that such Continuing Employee would have been entitled to receive under the applicable Company Incentive Plan for such fiscal year if such Continuing Employee had remained employed, with such proration based on the last trading day prior to the Acceptance Time over the per-Share exercise price of such Company Option and (II) the number of Shares subject thereto (such payments to be net of applicable Taxes withheld pursuant to Section 2.6). As relative portion of the Effective Timefiscal year during which such Continuing Employee was employed with the Company, no Person shall retain Parent, the Surviving Corporation or any rights with respect to any previously outstanding Company Options except for the rights of a holder to receive any payment expressly contemplated by this Section 2.4(a)their respective Affiliates.

Company Incentive Plans. (a) At As of the Acceptance Effective Time, each stock option to purchase Shares (each each, a “Company Option” and, collectively, the “Company Options”) that was granted by the Company under each of the Company’s Amended and Restated 1994 Equity Compensation Plan or its 2011 Stock-Based Incentive Compensation Plan (formerly known as the 2003 Amended and Restated Stock-Based Incentive Compensation Plan) , the TransEnterix, Inc. 2006 Stock Plan, the Xxxxxxxxx Employment Inducement Performance Restricted Stock Unit Award Agreement, the Xxxxxxxxx Employment Inducement Restricted Stock Award Agreement and the Xxxxxxxxx Employment Inducement Stock Option Award Agreement (collectively, the “Company Stock Incentive Plans”) and that is outstanding immediately prior to the Acceptance Time shall vest in full to the extent not already vested. The Company shall have provided to each holder as of a Company Option, prior to the Effective Time, written notice and an opportunity to exercise such Company Option prior to the Effective Time. Between the Acceptance Time and the Effective Time, Company Options that have an exercise price of less than $4.25 per share may be exercised, with such exercise effective immediately prior to the Effective Time, by assignment to the Surviving Corporation of a sufficient portion of the Closing Amount payable in the Merger with respect to the shares subject to such Company Optionswhether or not then vested, provided that the holder of such Company Options irrevocably undertakes to exchange such shares pursuant to Section 2.2(b) hereof will be cancelled and instructs the Paying Agent to deduct the applicable portion of the Closing Amount that would otherwise be payable with respect to such shares. At the Effective Time, each then-outstanding Company Option shall be canceled and shall will immediately cease to be outstanding, without any payment in with respect of to such Company Option or cancellation thereof except as provided in the following sentencesentences. In full satisfaction of the cancellation of any Company Option described in the immediately preceding sentence that had a per-Share exercise price less than the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Timeeach Vested Option, Parent shall, or shall will cause the Surviving Corporation toCorporation, as soon as reasonably practicable following the Effective TimeTime (and no later than the second payroll date after the Effective Time in the United States and the first payroll date after the Effective Time for employees outside of the United States), pay to pay, in accordance with the general payroll practices of the Surviving Corporation, to the holder of such Company Vested Option, (x) an amount in cash in respect thereof equal to the product of (Ii) the excess, if any, of (A) the last reported sale Merger Consideration over (B) the per share exercise price for such Vested Option, and (ii) the total number of Shares underlying such Vested Option, less applicable Tax withholdings. For the avoidance of doubt, no consideration will be paid with respect to any Company Option that has a Share on The Nasdaq Stock Market on per-share exercise price that is greater than, or equal to, the last trading day Merger Consideration. At the Effective Time, each Company Option that is subject to a vesting schedule (“Unvested Option”) shall be canceled and converted into the conditional right to receive an amount in cash (an “Unvested Cash Option Award”) equal to the product of (1) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price for such Unvested Option, and (2) the total number of Shares underlying such Unvested Option, less applicable Tax withholdings, subject to the same vesting schedule and other terms and conditions set forth in the applicable documents (including any applicable Company Incentive Plan and option agreement or other document evidencing such Unvested Option) immediately prior to the Acceptance Time over Effective Time, except for terms rendered inoperative by reason of the per-Share exercise price transactions contemplated by this Agreement or for such other administrative or ministerial changes made in connection with the administration of such Company Unvested Cash Option and (II) Awards following the number Effective Time. With respect to each Unvested Cash Option Award, Parent shall cause the Surviving Corporation to pay the holder the applicable amount in the first payroll immediately following the applicable vesting date of Shares subject thereto (such payments to be net of applicable Taxes withheld pursuant to Section 2.6)Unvested Cash Option Award. As of the Effective Time, no Person shall will retain any rights with respect to any previously outstanding Company Options except for other than the rights of a holder to receive any payment expressly contemplated by this Section 2.4(a).

Company Incentive Plans. With respect to each of the Company’s annual cash incentive plans as set forth in Section 7.6(e) of the Company Disclosure Schedules or entered into following the date of this Agreement in accordance with the terms hereof (a) At the Acceptance Timeeach, each stock option (each a “Company Option” and, collectivelyIncentive Plan”, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) pay to each Company Employee who remains employed with Parent, the Surviving Corporation or their respective Subsidiaries (i) in the case of fiscal year 2022, through the end of fiscal year 2022, at the same time or times that the Company or any of its Subsidiaries has historically paid such annual bonuses in respect of the prior fiscal year, but in no event later than March 15 immediately after the end of fiscal year 2022, a bonus for such fiscal year (the “Company OptionsAnnual Bonus”) that was granted is equal to the Annual Bonus that such Company Employee would have been entitled to receive under the Company’s Amended terms and Restated 1994 Equity Compensation conditions of the applicable Company Incentive Plan or its 2011 Stock-Based Incentive Compensation Plan (formerly known as the 2003 Amended and Restated Stock-Based Incentive Compensation Plan) (the “Company Stock Plans”) and that is outstanding immediately prior to the Acceptance Time shall vest in full for such fiscal year based on actual levels of performance, solely to the extent such Company Employee has not already vested. The been previously paid such Annual Bonus by the Company shall or any of its Subsidiaries for such fiscal year, and (ii) in the case of fiscal year 2023, through the Effective Time, within thirty days of the Effective Time, a payment equal to the Annual Bonus that such Company Employee would have provided been entitled to each holder receive under the terms and conditions of the applicable Company Incentive Plan for fiscal year 2023 based on actual levels of performance, multiplied by a Company Optionfraction, the numerator of which equals the number of calendar days of fiscal year 2023 that has elapsed prior to the Effective Time, written notice and an opportunity the denominator of which is 365, solely to exercise the extent such Company Option prior to Employee has not been previously been paid such Annual Bonus by the Effective Time. Between the Acceptance Time and the Effective Time, Company Options that have an exercise price or any of less than $4.25 per share may be exercised, with its Subsidiaries for such exercise effective immediately prior to the Effective Time, by assignment to the Surviving Corporation of a sufficient portion of the Closing Amount payable in the Merger with respect to the shares subject to such Company Options, provided that the holder of such Company Options irrevocably undertakes to exchange such shares pursuant to Section 2.2(b) hereof and instructs the Paying Agent to deduct the applicable portion of the Closing Amount that would otherwise be payable with respect to such shares. At the Effective Time, each then-outstanding Company Option shall be canceled and shall immediately cease to be outstanding, without any payment in respect of such Company Option or cancellation thereof except as provided in the following sentence. In full satisfaction of the cancellation of any Company Option described in the immediately preceding sentence that had a per-Share exercise price less than the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Time, Parent shall, or shall cause the Surviving Corporation to, following the Effective Time, pay to the holder of such Company Option, (x) an amount in cash in respect thereof equal to the product of (I) the excess, if any, of the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Time over the per-Share exercise price of such Company Option and (II) the number of Shares subject thereto (such payments to be net of applicable Taxes withheld pursuant to Section 2.6). As of the Effective Time, no Person shall retain any rights with respect to any previously outstanding Company Options except for the rights of a holder to receive any payment expressly contemplated by this Section 2.4(a)fiscal year.

Company Incentive Plans. With respect to each of the Company’s annual cash incentive plans (a) At the Acceptance Timeeach, each stock option (each a “Company Option” andIncentive Plan”), collectively, for the “Company Options”) that was granted under the Company’s Amended and Restated 1994 Equity Compensation Plan or its 2011 Stock-Based Incentive Compensation Plan (formerly known as the 2003 Amended and Restated Stock-Based Incentive Compensation Plan) (the “Company Stock Plans”) and that is outstanding immediately prior to the Acceptance Time shall vest fiscal year in full to the extent not already vested. The Company shall have provided to each holder of a Company Option, prior to which the Effective TimeTime occurs, written notice and an opportunity to exercise such Company Option prior to the Effective Time. Between the Acceptance Time and the Effective Time, Company Options that have an exercise price of less than $4.25 per share may be exercised, with such exercise effective immediately prior to the Effective Time, by assignment to the Surviving Corporation of a sufficient portion of the Closing Amount payable in the Merger with respect to the shares subject to such Company Options, provided that the holder of such Company Options irrevocably undertakes to exchange such shares pursuant to Section 2.2(b) hereof and instructs the Paying Agent to deduct the applicable portion of the Closing Amount that would otherwise be payable with respect to such shares. At the Effective Time, each then-outstanding Company Option its Subsidiaries shall be canceled (and shall immediately cease to be outstanding, without any payment in respect of such Company Option or cancellation thereof except as provided in the following sentence. In full satisfaction of the cancellation of any Company Option described in the immediately preceding sentence that had a per-Share exercise price less than the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the Acceptance Time, Parent shall, or shall cause the Surviving Corporation and its Subsidiaries to, following the Effective Time, ) pay to each Continuing Employee who remains employed with Parent, the holder Surviving Corporation or their respective Affiliates through the end of such Company Optionfiscal year, (x) an amount in cash at the same time or times that Parent, the Surviving Corporation or their applicable Affiliate pays annual bonuses in respect thereof of such fiscal year to other similarly situated employees thereof, but in no event later than March 15 immediately after the end of such fiscal year, a bonus for such fiscal year (the “Annual Bonus”) that is equal to the product Annual Bonus that such Continuing Employee is entitled to receive under the applicable Company Incentive Plan based on actual level of achievement of the applicable performance criteria for such fiscal year (I) as determined after giving appropriate effect to the excessTransactions). Notwithstanding anything to the contrary in the foregoing and unless otherwise provided in an applicable Employee Plan, if any, the employment of a Continuing Employee who is at the Senior Vice President or Director level or above is terminated without “Cause” or due to such Continuing Employee’s resignation with “Good Reason” (as each such term is defined in Section 6.9(e) of the last reported sale price Company Disclosure Letter) before payment of the Annual Bonus (each, a “Qualifying Termination”), subject to such employee’s execution and non-revocation of a Share on The Nasdaq Stock Market release of claims agreement in the Company’s standard form as provided by the Company at the time of termination, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) pay to such Continuing Employee, at the time that Annual Bonuses for the applicable year are paid to employees of the Surviving Corporation and its Subsidiaries generally, a pro-rated portion of the target Annual Bonus that such Continuing Employee would have been entitled to receive under the applicable Company Incentive Plan for such fiscal year if such Continuing Employee had remained employed, with such proration based on the last trading day prior to the Acceptance Time over the per-Share exercise price of such Company Option and (II) the number of Shares subject thereto (such payments to be net of applicable Taxes withheld pursuant to Section 2.6). As relative portion of the Effective Timefiscal year during which such Continuing Employee was employed with the Company, no Person shall retain Parent, the Surviving Corporation or any rights with respect to any previously outstanding Company Options except for the rights of a holder to receive any payment expressly contemplated by this Section 2.4(a)their respective Affiliates.