CYNOSURE INC

Marina Hatsopoulos. Age 51. Ms. Hatsopoulos has been a director since 2008. Ms. Hatsopoulos has been a private investor since 2007. Since 2012, Ms. Hatsopoulos has been the chair of the board of Levitronix Technologies LLC, a supplier of magnetically-levitated pumps, where she is an investor. From 2012 to 2015, Ms. Hatsopoulos was a director of Dear Kate, Inc., a supplier of women’s performance apparel. From 2005 to 2007, she was a director of Contex Holdings, a leading manufacturer of large-format scanners. From 1994 to 2005, she served as chief executive officer and director of Z Corporation, a leader in the 3D printing market, which was sold to Contex Scanning Technology in 2005. From 2005 through 2010, Ms. Hatsopoulos served as a director of the GSI Group, a supplier of precision technology to the global medical, electronics and industrial markets and semiconductor systems. From 2007 through its sale to Sara Lee in 2011, Ms. Hatsopoulos was a director of and investor in Tea Forte, a supplier of luxury tea products. Ms. Hatsopoulos is an advisor at MIT’s Deshpande Center for Technological Innovation, MIT Enterprise Forum Greece and The EGG startup accelerator program in Greece. Ms. Hatsopoulos’ qualifications to serve on our board of directors include her experience serving as a director and advisor for both public and private companies and her leadership skills and experience gained while serving as an executive.

During 2016, in an effort to monitor and manage our transition to a performance-based incentive compensation model, and as discussed below, our compensation committee continued to consider the structure and levels of Mr. Davin’s incentive compensation. In mid-2016, in light of our financial performance, largely owing to significantly higher-than-expected sales of our new SculpSure laser system, and Mr. Baker’s decision to retire, which resulted in increased duties and responsibilities for Mr. Davin, our compensation committee began to consider an additional target cash award for Mr. Davin, as discussed below. During this process, with Gallagher’s assistance, the compensation committee revisited the composition of our peer group companies. In doing so, the committee generally selected companies based on the peer group selection criteria discussed above, while selecting health care equipment companies over health care supply companies, and also focusing on adding companies within the peer groups selected by ISS and Glass Lewis. Accordingly, in July 2016, our compensation committee adjusted our peer group by adding Cardiovascular Systems, ConMed, Greatbatch, Inogen, K2M Group Holdings, LDR Holding Corp., Masimo, Nuvasive and Orthofix International, and removing Cyberonics and Thoratec, each of which had been acquired, and ICU Medical, Merit Medical Systems and RTI Surgical, due to their classification as healthcare supply companies.

Stock-Based Awards. The compensation committee uses stock-based awards to help align the interests of our executive officers with those of our stockholders and to encourage our executive officers to contribute to our long-term market performance. Historically, the compensation committee had recommended and the board had granted stock-based awards to our executive officers in the form of stock options that vested in three-month installments over three years, with an exercise price equal to the closing market price of our class A common stock on the date of grant, so that the officer would earn no compensation from his options unless the market price of our common stock increased beyond the exercise price. In February 2015, based on the market data compiled by Gallagher, in addition to stock options, the compensation committee recommended and the board granted RSUs that vest in equal annual installments over three years, with a target 50/50 value split between stock options and RSUs, which was relatively consistent with the peer group practices. However, to further align the interests of our executives with those of our stockholders and in response to stockholder feedback, the compensation committee further revised our long-term equity incentive compensation program in February 2016 to institute the use of performance-based equity awards by providing that approximately half of long-term equity incentive awards will be in the form of time-vested RSU awards and, in lieu of stock option awards, half will be in the form of performance-vested PSUs.

In determining the size of stock-based awards to our executive officers, our compensation committee considers our company-level performance, the applicable executive officer’s performance, the amount of equity previously awarded to the executive officer, the vesting of such awards and the recommendations of management.

later than 12 months prior to the end of the initial or extended term. Upon the termination of his employment without cause or within 18 months following a change of control, or if he terminates his employment for good reason, Mr. Davin has the right to receive subject to his execution and nonrevocation of a release of claims in our favor, his base salary and other compensation and benefits under his employment agreement for 24 months, including the cost for continuing COBRA for up to 18 months. He is also entitled to receive subject generally to his execution and nonrevocation of a release of claims in our favor (i) his accrued but unused vacation time, (ii) the full amount of his annual target performance bonus for the calendar year of such termination or resignation, (iii) on or before the first anniversary of the effective date of his termination or resignation, but in any event not before January 1 of the year in which such first anniversary occurs, 110% of the annual target performance bonus paid in the calendar year of termination or resignation, (iv) the accrued annual target performance bonus for the calendar year of such termination prorated to the date of termination and (v) full acceleration of all stock options and other stock rights then held by him. Mr. Davin is only entitled to (i) his accrued but unused vacation time and (ii) the accrued annual target performance bonus for the calendar year of termination prorated to the date of termination if we terminate him for cause or if he resigns without good reason. On February 3, 2016, Mr. Davin voluntarily elected to eliminate the tax gross-up provision from his existing employment agreement. Pursuant to his employment agreement, except as provided in the following sentence, Mr. Davin is prohibited from competing with us and soliciting our customers, prospective customers or employees for a period of 12 months if we terminate him for any reason. This non-competition period does not apply if Mr. Davin is terminated without cause, resigns for good reason or is terminated because we failed to obtain the agreement of any successor to us to assume Mr. Davin’s employment agreement as required by the employment agreement.

Douglas J. Delaney. Pursuant to an employment agreement entered into in December 2008 and further amended in November 2013 and February 2016, we employ Mr. Delaney as our chief commercial officer. Under this agreement, Mr. Delaney is entitled to an annual base salary that is subject to adjustment upon annual review by our board of directors, but in no event will we pay Mr. Delaney an annual base salary that is less than 100% of the annual base salary in effect for the immediately preceding year during the term of the employment agreement. Mr. Delaney’s annual base salary has been adjusted by our board of directors and was $450,000 as of December 31, 2016. Mr. Delaney is also eligible to earn an annual target commission bonus based on target performance goals set by our compensation committee for each calendar year. Mr. Delaney’s employment agreement had an initial term of three years and automatically renews for additional periods of two years each until either party gives written notice of termination to the other party no later than 12 months prior to the end of

the initial or extended term. Upon the termination of his employment without cause or within 18 months following a change of control, or if he terminates his employment for good reason, Mr. Delaney has the right to receive subject to his execution and nonrevocation of a release of claims in our favor, his base salary and other compensation and benefits under his employment agreement for 24 months, including the cost for continuing COBRA for up to18 months. He is also entitled to receive, subject generally to his execution and nonrevocation of a release of claims in our favor (i) his accrued but unused vacation time, (ii) the full amount of his annual target commission bonus for the calendar year of such termination or resignation, (iii) on or before the first anniversary of the effective date of his termination or resignation, but in any event not before January 1 of the year in which such first anniversary occurs, 110% of the annual target commission bonus paid in the calendar year of termination or resignation, (iv) the accrued annual target commission bonus for the calendar year of such termination prorated to the date of termination and (v) full acceleration of all stock options and other stock rights then held by him. Mr. Delaney is only entitled to (i) his accrued but unused vacation time and (ii) the accrued annual target commission bonus for the calendar year of termination prorated to the date of termination if we terminate him for cause or if he resigns without good reason. On February 3, 2016, Mr. Delaney voluntarily elected to eliminate the tax gross-up provision from his existing employment agreement. Pursuant to his employment agreement, except as provided in the following sentence, Mr. Delaney is prohibited from competing with us and soliciting our customers, prospective customers or employees for a period of 12 months if we terminate him for any reason. This non-competition period does not apply if Mr. Delaney is terminated without cause, resigns for good reason or is terminated because we failed to obtain the agreement of any successor to us to assume Mr. Delaney’s employment agreement as required by the employment agreement.