INTUITIVE SURGICAL INC (ISRG)

David J. Rosa — Employment Agreement | Annual base salary increased to $925,000 effective July 1, 2025.; Targeted bonus opportunity increased to 150% of annualized base salary for the fiscal year 2025 performance period.; Grant of RSUs with a value of $4,000,000, vesting 25% annually over four years.; Grant of PSUs with a value of $4,000,000, vesting on February 26, 2028, based on performance objectives (0-125% of target).; Number of RSUs and target PSUs to be determined by dividing grant value by the 60-trading-day average closing stock price prior to the grant date.

Gary S. Guthart — Employment Agreement | Base salary decreased from $1,050,000 to $700,000 effective July 1, 2025.; No longer eligible for bonus under the Corporate Incentive Program on a going-forward basis.; Eligible for a pro-rated bonus payout for fiscal year 2025 based on service as Chief Executive Officer.; Will serve in a senior advisory capacity and remain an employee of the Company.

David J. Rosa RSU – Amended and Restated 2010 Incentive Award Plan

David J. Rosa PSU – Amended and Restated 2010 Incentive Award Plan

David J. Rosa grant (RSU)

David J. Rosa grant (PSU)

INTUITIVE SURGICAL, INC. — Amended and Restated 2010 Incentive Award Plan | Increases the number of shares of common stock reserved for issuance from 115,350,000 to 120,350,000.; Extends the term of the plan to January 30, 2035.; Specifies the treatment of awards in connection with a change in control.; Awards of Options or Stock Appreciation Rights count as 1 share for every 1 share granted.; Awards of Full Value Awards count as 2.3 shares for every 1 share granted.; Minimum vesting requirement of one year for awards, with exceptions for substitute awards, fully vested awards, awards to non-employee directors, and up to 5% of shares.; Awards for Non-employee Directors cannot exceed an aggregate grant date fair value of $750,000 per calendar year.

Jamie E. Samath — Employment Agreement | Annual base salary increased to $683,000.; Target annual cash bonus opportunity increased to 100% of base salary.; Previous role was Senior Vice President, Chief Financial Officer and Head of Business Technology.; Role effective January 1, 2025.