PERFORMANCE UNIT AWARD
(CASH SETTLED)
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 unit award to Participant
pursuant to the Company’s Amended and Restated 2007 Equity
Incentive Plan (the “Plan”) to entitle the Participant
to certain benefits upon the achievement of certain specified
performance criteria; and
WHEREAS ,
the Administrator has authorized the grant of such performance unit
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 Unit Award . The Company hereby
grants to Participant on the date set forth above (the “Date
of Grant”) the right to receive up to
(
) Performance Units having a value of $
per Unit (the “Per Unit Value”) payable in cash 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 Units
subject to this Performance Award shall vest only upon the
achievement of all or a portion of certain Performance Objectives,
which must be achieved during 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 Units 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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Units Vested
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Subject to such
other terms and conditions set forth in this Agreement, the
Participant shall not be entitled to payment for any portion of the
Performance Units subject to this Performance Award until the
Administrator determines the number of Performance Units, 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 Units that have vested pursuant to Paragraph 3
above, and shall calculate the amount of cash payable to the
Participant by multiplying the Per Unit Value by such number of
vested Performance Units. Such amount shall be paid in [the
calendar year] [in which] [immediately following] the date such
Performance Units become vested.
5.
Termination of Employment .
a.
Prior to Vesting . If, prior to the vesting of any
Performance Units, 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 Units, 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 Units have vested but prior to the date payment is made
to the Participant (as described in Section 4 hereof), then
Participant (or Participant’s estate in the event of his
death) shall be entitled to receive such payment as if such
termination of employment had not occurred. The amount of such
payment shall be determined by the Administrator and shall be made
at the time set forth in Paragraph 4. Upon payment for the
vested Performance Units, this Performance Award shall
terminate.
a.
Employment or Other Relationship . This Agreement
shall not confer on Participant any right
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