NMT Medical, Inc.
2001 STOCK INCENTIVE PLAN
The purpose of this 2001 Stock Incentive Plan (the “Plan”) of NMT Medical, Inc., a Delaware corporation (the
“Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain
and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons
with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such
persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall
include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business
venture (including, without limitation, joint venture or limited liability company) in which the Company has a significant interest,
as determined by the Board of Directors of the Company (the “Board”).
All of the Company’s employees, officers, directors, consultants and advisors (and any individuals who have accepted an
offer for employment) are eligible to be granted options or restricted stock awards (each, an “Award”) under the Plan. Each
person who has been granted an Award under the Plan shall be deemed a “Participant”.
3. Administration and Delegation
(a) Administration by Board of Directors . The Plan will be administered by the Board. The Board shall have authority to
grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final ju