EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of April 27, 2009 (the “Effective Date”), by and between Ivan Delevic (“Employee”) and MAKO Surgical Corp. (“Company”).

On the terms and conditions set forth in this Agreement, the Company hereby employs the Employee as its Senior Vice President of Strategic Marketing & Business Development for a one (1) year period commencing effective as of the Effective Date (in total, the “Term”).  This Agreement is subject to renewal by the mutual written agreement of the parties on terms and conditions mutually agreed to by the parties at the time of renewal.  In the event either party does not intend to renew the Agreement following expiration of the initial (1) year term, ninety (90) days written advance notice shall be given to the other party (a “Notice of Non-Renewal”).  If no such Notice of Non-Renewal is given this Agreement shall automatically renew for one (1) year terms. In the event of non-renewal by the Company, the Company shall, with delivery of its Notice of Non-Renewal, provide Employee with written notice of its election to either (a) pay Employee severance in accordance with Section 3(c) hereto in consideration for the non-competition covenants contained in Section 5(b); or (b) waive the rights to enforcement of and release Employee from obligations of the non-competition covenants contained in Section 5(b).

The Employee hereby accepts such employment and agrees to perform the services and duties required on an exclusive (except as agreed to in writing by Board of Directors of the Company (the “Board”)) and full-time basis.  Employee hereby represents and warrants that he is under no contractual, legal, or other impediment to performing the services required under this Agreement. Nothing herein contained shall prohibit the Employee from investing or trading in stocks, bonds, commodities, or other securities or forms of investment, including real estate property, as long as such activities do not require an unreasonable amount of time by the Employee, and do not otherwise conflict with any policy of the Company, adversely affect the interest of the Company or run afoul of covenants contained in this Agreement.

The Employee further agrees that he will use his best efforts to perform his duties hereunder to the best of his ability in accordance with Company policies, and in a diligent, proper and workmanlike manner.  In the performance of Employee’s duties, he shall be subject to the direction, supervision and control of the Company’s President and CEO.  The Employee shall have supervision and control over the day-to-day business and affairs as described in a Job Description document on file with the Human Resources Department of Company, as updated from time to time and acknowledged by Employee (the “Job Responsibilities”).  Employee will perform his duties and responsibilities under this Agreement based out of the offices of the Company located in South Florida and shall travel to such other locations as the Company may reasonably direct.

During the term of employment under this Agreement, and as full compensation for all the Employee's services rendered under this Agreement, the Employee shall receive the following compensation and benefits:

The Employee shall receive an annual base salary (as increased from time to time, “Base Salary”) at the rate of $225,000.  The Employee’s Base Salary will be payable in installments consistent with the Company’s payroll schedule, subject to usual and required employee payroll deductions, including, without limitation, applicable taxes.  Employee’s Base Salary shall be increased on an annual basis in the sole discretion of the Board.

The Employee will receive a one time Gross Payment (as defined in Section 2(e)) of Thirty Thousand Dollars ($30,000) (the “Signing Bonus”), net of applicable payroll taxes, divided into two (2) equal payments of Fifteen Thousand Dollars, net of applicable payroll taxes, for the first two (2) pay periods following the Effective Date. Employee expressly agrees and acknowledges that if, within six (6) months of the Effective Date, Employee’s employment with the Company terminates for any reason except Good Reason (as defined in Section 3(d) of this Agreement), he shall repay a prorated share of the Signing Bonus on a six (6) month proration formula.

The Employee’s performance cash bonus for any year under this Agreement shall be as determined by the Board and calculated based on Employee’s performance (as an individual and as part of the Company).    The decision about whether the necessary criteria have been met for a performance cash bonus and whether to award such performance bonus shall be in the sole and absolute discretion of the Board and is final.  The bonus, should one be awarded, shall be payable within ninety (90) days following the period for which the bonus is awarded.

On the Effective Date of this Agreement, Employee shall receive an award of incentive stock options (ISOs), issued pursuant and subject to the Company’s 2008 Omnibus Incentive Plan (the “Option Plan,” a copy of which has been furnished to Employee), entitling Employee to purchase one hundred thousand (100,000) shares of the Company’s Common Stock (the “Initial Option Award”).  Employee is eligible to receive an additional award in the sole and absolute discretion of the Board.  The purchase price per share for any option award will be the fair market value of such Common Stock at the time of such equity award.  The grant to Employee of and payment for the any option award shall in each case be made pursuant and subject to the terms of an ISO Agreement (with associated exhibits, a copy of which has been provided to Employee) between the Company and Employee, consistent with the Option Plan.  In the event this Agreement is terminated for any reason by either the Company or Employee, Employee shall not be entitled to, and therefore shall forfeit, any unvested equity interest in the Company.

The Employee shall be eligible for participation in the employee welfare benefit plans, practices, policies and programs provided by the Company, including but not limited to, health insurance and dental insurance, subject to the terms and provisions of said benefit plans.  The Employee shall also be entitled to paid time off (PTO) as described in the Company’s Human Resource Policy Manual, in effect from time to time.  In addition, subject to approval by the Company’s Chief Executive Officer, Employee shall be reimbursed for reasonable expenses relating to Employee’s professional continuing education requirements (if applicable) and professional licensing fees (if applicable).

Employee has committed to spending an average weekly minimum of three (3) days at the Company’s South Florida headquarter or traveling on Company business until ultimately relocating to South Florida (the “Relocation”), with an intention to do so within the one year period following the Effective Date (the “Intended Relocation Period”).  The Company shall reimburse Employee for reasonable and customary Relocation expenses, which are pre-approved by the Company’s Chief Financial Officer, in a total amount not to exceed Twenty Thousand Dollars ($20,000) (the “Relocation Allowance”).  Until the Relocation or expiration of the Intended Relocation Period, whichever is sooner, the Company shall provide Employee with a monthly Net Payment (as defined below) of up to One Thousand Dollars ($1,000) for reimbursement of personal coach airfare expenses to Trenton, New Jersey area, which shall not exceed Twelve Thousand Dollars ($12,000) in the aggregate (the “Travel Allowance”). For the purposes of this Agreement, “Net Payment” shall be a net cash payment after the deduction of applicable payroll taxes. During the period commencing upon the Effective Date and ending upon the earlier of (i) Employee’s purchase of a South Florida residence (a “Residential Purchase”) and (ii) twelve (12) months thereafter, the Company shall provide Employee with a monthly Net Payment of up to Three Thousand Dollars ($3,000) for actual costs incurred for temporary housing in South Florida (collectively, the “Housing Allowance”), provided however, that Employee and Company shall meet every six (6) months during which temporary housing payments are being made to review the progress of Employee’s relocation efforts.  Upon a Residential Purchase, the Company shall provide to Employee a one time Gross Payment of up to Fifty Two Thousand Dollars ($52,000) for reimbursement of Employee’s actual and customary closing costs, which are pre-approved by the Company’s Chief Financial Officer (the “Closing Allowance”).  For the purposes of this Agreement, a “Gross Payment” shall be a payment that shall be subject to applicable payroll taxes, through the Company’s payroll withholding process.  The parties agree that at the Company’s sole discretion any of the payments described in this Section 2(e) shall be billed directly to the Company.  The parties further agree that all Relocation and Residential Purchase items set forth in Schedule 1 hereto are deemed to be reasonable and, therefore, approved (but each shall still require pre-approval in regards to cost) and that Relocation and Residential Purchase items not set forth in Schedule 1 are presumed to be unreasonable and are therefore subject to pre-approval in regards to both the nature and cost of such item.  Notwithstanding the terms and conditions set forth in this Section 2(e), Employee expressly agrees and acknowledges that (i) the maximum aggregate Gross Payments (including the gross amounts of the Net Payments) to be made by Company to Employee under all of the Relocation Allowance, the Travel Allowance, the Housing Allowance and the Closing Allowance shall be One Hundred Twenty Thousand Dollars ($120,000), and (ii) if, within twenty-four (24) months of the date of this Agreement, Employee’s employment with the Company terminates for any reason except Good Reason (as defined in Section 3(d) of this Agreement), Employee shall repay a prorated share of the payments described herein based on a twenty-four (24) month proration formula.

The Company shall provide industry standard Director’s and Officer’s (“D&O”) Insurance during the term of this Agreement at its sole expense.  Employee, if an officer of the Company, shall be named as an insured under the policy.  The Company shall enter into an indemnification agreement (a copy of which has been provided to Employee), whereby Company shall indemnify Employee and agree to hold Employee harmless, from all covered claims, demands, judgments, assessments, and costs, including attorney or other professional fees, in excess of the amount of insurance provided and/or which are incurred by application of the retention amount.

If the Employee’s employment with the Company terminates at the end of the Term, the Company shall have no further obligation to the Employee under this Agreement, except for accrued and unpaid Base Salary and benefits the Employee has accrued pursuant to any applicable welfare benefit plans provided by the Company, earned but unpaid bonuses, and unreimbursed business-related expenses and unused vacation time in accordance with Company policy.

If the Employee dies or suffers any Disability (as such term is hereinafter defined) his employment pursuant to this Agreement shall automatically terminate on the date of his death or Disability, as the case may be. For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee to perform his duties, with or without reasonable accommodations, under this Agreement because of physical or mental illness or incapacity for a period of ninety (90) days in any six (6) month period. For purposes of this Agreement, the term “Date of Disability” shall be the 90 ^th day of such Disability.

In the event of death of Employee, the Company shall have no further obligation under this Agreement, except for (1) accrued (through the date of termination) and unpaid Base Salary, (2) benefits the Employee has accrued pursuant to any applicable welfare benefits plan, earned (through the date of termination) but unpaid bonuses, and unreimbursed business-related expenses, in accordance with Company policy and (3) payment for six (6) months of continued participation in the Company’s health benefits for the Employee’s spouse/dependents. In the event of Disability the Company shall have no further obligation to the Employee under the Agreement, except for (a) accrued (through the date of termination) and unpaid Base Salary, benefits the Employee has accrued pursuant to any applicable welfare benefits plan, (b) earned (through the date of termination) but unpaid bonuses, and unreimbursed business-related expenses and unused vacation time in accordance with Company policy and (c) payment for six (6) months of continued participation in the Company’s health benefits for the Employee and his spouse/dependents.  The Base Salary payment shall be at the rate in effect at the time of death or Disability.

The Company may terminate this Agreement at any time during the Term without Cause. In the event of termination without Cause, the Company shall pay the Employee six (6) months Base Salary at the rate in effect at the time, in monthly installments and shall pay for continuation of health benefits