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The MAKO
Surgical Corp. 2008 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.
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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.
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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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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.
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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).
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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.
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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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