Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As previously reported, on December 10, 2010, Endologix, Inc. (the "Company") issued Robert D. Mitchell, President, Global Strategic Initiatives, 350,000 shares of restricted common stock (the "RSA"), which, as initially awarded, would vest (i) with respect to 200,000 shares if the Company achieves the OUS Milestone (as defined in the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of October 27, 2010, by and among the Company, Nellix, Inc. and the other parties named therein) within 24 months of the date on which the Generation 3 Product (as defined in the Merger Agreement) obtains CE Mark approval from its European Union notified body, (ii) with respect to 50,000 shares if the Company enrolls the first patient in the United States under the investigational device exemption approval process for the Generation 3 Product within 24 months of the closing of the transactions contemplated by the Merger Agreement and (iii) with respect to the remaining 100,000 shares if the Company achieves the PMA Milestone (as defined in the Merger Agreement). On September 27, 2012, the Company amended the RSA to modify the vesting schedule set forth therein. On November 26, 2012, the Company further amended the RSA so that the shares subject thereto will now vest (i) with respect to 100,000 shares if the Company achieves the OUS Milestone within 24 months of the date on which the Generation 3 Product obtains CE Mark approval from its European Union notified body, (ii) with respect to 100,000 shares upon the Company achieving its first fiscal quarter in which sales of Company products outside of the U.S. equal or exceed a specified dollar amount, (iii) with respect to 100,000 shares upon the Company achieving its first fiscal quarter in which profit generated outside of the U.S. equals or exceeds a specified dollar amount and (iv) with respect to the remaining 50,000 shares if the Company achieves the PMA Milestone.

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