CARDIOVASCULAR SYSTEMS, INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
THIS AGREEMENT,
made effective as of this
day of
, 20
, by and between Cardiovascular Systems, Inc., a Delaware
corporation (the “Company”), and
(“Participant”).
WHEREAS ,
the Participant on the date hereof is a key employee, officer,
director of or consultant or advisor to the Company or one of its
Subsidiaries; and
WHEREAS ,
the Company wishes to grant a performance share award to
Participant pursuant to the Company’s Amended and Restated
2007 Equity Incentive Plan (the “Plan”) to entitle the
Participant to shares of the Company’s Common Stock upon the
achievement of certain specified performance criteria;
and
WHEREAS ,
the Administrator has authorized the grant of such performance
share award to Participant;
NOW,
THEREFORE , in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as
follows:
1.
Grant of Performance Share Award . The Company hereby
grants to Participant on the date set forth above (the “Date
of Grant”) the right to receive up to
(
) Performance Shares on the terms and conditions set forth herein
(the “Performance Award”).
2.
Performance Period . The Performance Period shall be the
period beginning
, 20
, and ending
, 20 .
3.
Performance Objectives; Vesting . The Performance Shares
subject to this Performance Award shall vest only upon the
achievement of all or a portion of certain Performance Objectives,
which much be achieved within the Performance Period . The
Performance Objectives and the extent to which achievement of all
or a portion of the Performance Objectives will result in the
vesting of the Performance Shares are as follows:
-1-
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Percentage or Number
of
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Performance
Objective(s)
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Achievement
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Shares Vested
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Subject to such
other terms and conditions set forth in this Agreement, the
Participant shall not be entitled to the issuance of any portion of
the Performance Shares subject to this Performance Award until the
Administrator determines the number of Performance Shares, if any,
which have vested.
4.
Form, Time of Issuance . The Administrator shall, within
( ) days after the end of the
Performance Period or at such earlier times as described in
Paragraph 3 above, determine the number of Performance Shares
that have vested pursuant to Paragraph 3 above. Such
Performance Shares shall be issued in [the calendar year] [in
which] [immediately following] the date such Performance Shares
become vested; provided, however, that the Participant shall
receive cash equal to the Fair Market Value of any fractional
shares.
5.
Termination of Employment .
a.
Prior to Vesting . If, prior to the vesting of any
Performance Shares, Participant ceases to be [an employee] [a
consultant] [a nonemployee director] of the Company or any
Subsidiary for any reason, the Participant shall forfeit all
unvested Performance Shares, and this Performance Award shall
terminate.
b.
After Vesting But Prior to Issuance . If Participant
ceases to be [an employee] [a consultant] [a nonemployee
director] of the Company or any Subsidiary for any reason after
Performance Shares have vested but prior to the date such Shares
are issued (as described in Section 4 hereof), then
Participant (or Participant’s estate in the event of his
death) shall be entitled to receive such vested Performance Shares
as if such termination of employment had not occurred. The number
of such Performance Shares shall be determined by the Administrator
pursuant to Paragraph 3 and shall be issued at the time set
forth in Paragraph 4. Upon the issuance of the vested
Performance Shares, this Performance Award shall
terminate.
-2-
a.
Employment or Other Relationship; Rights as
Shareholder . This Agreement shall not confer on
Participant any right to continuance of employment or any other
relationship by the Company or any of its Subsidiaries, nor will it
interfere in any way with the right of the Company to terminate
such employment or relationship. Participant shall have no rights
as a shareholder with respect to shares subject to this Agreement
until such shares, if any, have been issued to Participant. The
grant of this Award shall not prevent Participant from receiving,
in the sole discretion of the Administrator, additional performance
share awards for subsequent performance periods, whether or not
those performance periods overlap with the Performance Period
specified herein to which this Award relates.
b.
Shares Reserved . The Company shall at all times
during the term of this Award reserve and keep available such
number
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