0001193125-12-302214 Sample Contracts

Grant ID XXXXX ENTEROMEDICS INC. 2012 SENIOR MANAGEMENT NON-INCENTIVE STOCK OPTION AGREEMENT
Non-Incentive Stock Option Agreement • July 13th, 2012 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus

Although the Option shall vest as described above, the Option may not be exercised by Optionee unless and until the Company obtains stockholder approval of the Amendment. The Option will become exercisable with respect to any vested Shares immediately upon receipt of stockholder approval of the Amendment and will be exercisable thereafter as set forth herein. In the event that Optionee’s relationship with the Company or its subsidiaries terminates prior to the receipt of stockholder approval of the Amendment, and stockholder approval of the Amendment is subsequently obtained, Optionee’s right to exercise the Option shall not terminate earlier than thirty (30) days after the date on which stockholder approval of the Amendment is obtained.

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