Exhibit
10.1
MAKO
Surgical Corp.
2009
LEADERSHIP CASH BONUS PLAN
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Purpose of the
Plan:
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The MAKO Surgical Corp. 2009
Leadership Cash Bonus Plan is designed to attract, retain and
motivate management-level employees by providing meaningful annual
cash incentives. Capitalized terms set forth herein are defined in
the “Definitions” section below. Participants under
this Plan are not eligible for awards under the MAKO Surgical Corp.
2009 Employee Cash Bonus Plan.
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Administration:
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The Committee shall administer and
interpret this Plan. The Committee shall also have the sole
authority to establish such rules and regulations, not inconsistent
with the provisions of this Plan, as it deems necessary or
desirable for the proper administration of the Plan and shall make
such determinations and interpretations under and in connection
with this Plan as it deems necessary or desirable, including
without limitation the determination of the Distribution Date and
the Scorecard Percentage, Target Bonus Percentages and Baseline
Percentages to be used to calculate Bonuses for the Plan
Year.
This Plan, and all such rules,
regulations, determinations and interpretations of the Committee,
shall be binding on the Company and all Participants and upon their
legal representatives, heirs, beneficiaries, successors and assigns
and upon all other persons claiming under or through any of
them.
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Participants:
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Each active, full-time
management-level employee of the Company, in good standing, as
determined by the Committee, on the Measurement Date (except as
specifically provided below under the caption, “Termination
of Employment; Death; Disability”) whose Employment Start
Date preceded October 1 of the Plan Year may participate in this
Plan. The Committee, in its discretion, will determine, on a
case-by-case basis, the eligibility of management-level employees
to participate in this Plan who are hired during the fourth quarter
of the Plan Year.
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Determination of Bonus
Awards:
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After the Measurement Date, the
Committee will review the Scorecard to determine, for purposes of
awarding Bonuses under this Plan, whether the Company attained the
minimum Scorecard Percentage.
If the Company has attained the
minimum Scorecard Percentage for the Plan Year, a Bonus shall be
awarded to each Participant. The amount of the Bonus shall be
calculated by multiplying that Participant’s Base Salary by
the applicable Target Bonus Percentage (as described
below).
If the Company has attained a
Scorecard Percentage that falls in between the minimum and maximum
Scorecard Percentages, so that the Target Bonus Percentage must be
prorated, the amount of the Bonus to be awarded to each Participant
shall be calculated by multiplying that Participant’s Base
Salary by the applicable Actual Bonus Percentage.
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Target Bonus
Percentages:
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Target Bonus Percentages are the
minimum and maximum percentages of Base Salary established by the
Committee that will apply for the Plan Year at each Management
Level.
Unless otherwise determined by the
Committee, if a Participant moves to a higher Target Bonus
Percentage level during the Plan Year, that Participant’s
Target Bonus Percentage will be reset at the higher level for the
entire Plan Year. If a Participant moves to a lower Target Bonus
Percentage level during the Plan Year, that Participant’s
Target Bonus Percentage will be reset at the lower level for the
entire Plan Year.
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Termination of Employment; Death;
Disability:
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No Bonus will be paid to any
individual who is not a Participant on both the Measurement Date
and the Distribution Date, except if due to death or disability,
unless otherwise specifically agreed by the Board or the
Committee.
Any Participant who dies or becomes
Permanently Disabled during the Plan Year will be paid a Bonus (if
and to the extent awarded under this Plan) based upon the actual
Base Salary paid to the Participant from the beginning of the Plan
Year through the date of retirement, death or Permanent Disability.
Any such Bonus will be paid on the Distribution Date.
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1
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Payment of Bonus Awards:
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Bonus awards for the Plan Year will be paid in
cash to a Participant (or to his or her beneficiary, in the event
of death)
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