STOCK APPRECIATION RIGHTS
AGREEMENT
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 ,
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 stock appreciation right to
Participant to pursuant to the Company’s Amended and Restated
2007 Equity Incentive Plan (the “Plan”); and
WHEREAS ,
the Administrator of the Plan has authorized the grant of a stock
appreciation right to Participant and has determined that, as of
the effective date of this Agreement, the fair market value of the
Company’s Common Stock is $
per share;
NOW,
THEREFORE , in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as
follows:
1.
Grant of SAR . The Company hereby grants to Participant
on the date set forth above (the “Date of Grant”),
stock appreciation rights (the “SAR”) with respect to
an aggregate of (
) shares of Common Stock at an exercise price of $
per share on the terms and conditions set forth herein, and subject
to adjustment pursuant to Article IV of the Plan. [This SAR
is granted in tandem with the
Option granted to Participant on
, 20___ (the “Tandem Option”). ]
2.
Duration and Exercisability . The term during which this
SAR may be exercised shall terminate on
, ____, except as otherwise provided in Paragraphs 2(b) through
2(d) below. This SAR shall vest and become exercisable according to
the following schedule:
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Vesting Date
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Cumulative Percentage of
Shares
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Once the SAR
becomes exercisable to the extent of one hundred percent (100%) of
the aggregate number of shares specified in Paragraph 1,
Participant may continue to exercise this SAR under the terms and
conditions of this Agreement until the termination of the SAR as
provided herein. If Participant does not exercise this SAR with
respect to the full number of shares for which Participant is then
entitled to exercise this SAR, Participant may, upon any subsequent
exercise prior to this SAR’s termination, exercise this SAR
for such previously unexercised portion.
b.
Termination of Relationship (Other than Disability or
Death) . If Participant ceases to be [an employee] [a
consultant] [a nonemployee director] of the Company or any
Subsidiary for any reason other than disability or death, this SAR
shall completely terminate on the earlier of (i) the close of
business on the three-month anniversary date of such termination of
employment, and (ii) the expiration date of this SAR stated in
Paragraph 2(a) above. In such period following the termination of
Participant’s employment, this SAR shall be exercisable only
to the extent the SAR was exercisable on the vesting date
immediately preceding such termination of employment, but had not
previously been exercised. To the extent this SAR was not
exercisable upon such termination of employment, or if Participant
does not exercise the SAR within the time specified in this
Paragraph 2(b), all rights of Participant under this SAR shall
be forfeited.
c.
Disability . If Participant ceases to be [an
employee] [a consultant] [a nonemployee director] of the
Company or any Subsidiary because of disability (as defined in Code
Section 22(e), or any successor provision), this SAR shall
terminate on the earlier of (i) the close of business on the
twelve-month anniversary date of such termination of employment,
and (ii) the expiration date of this SAR stated in Paragraph 2(a)
above. In such period following the termination of
Participant’s employment, this SAR shall be exercisable only
to the extent the SAR was exercisable on the vesting date
immediately preceding such termination of employment, but had not
previously been exercised. To the extent this SAR was not
exercisable upon such termination of employment, or if Participant
does not exercise the SAR within the time specified in this
Paragraph 2(c), all rights of Participant under this SAR shall be
forfeited.
d.
Death . In the event of Participant’s death,
this SAR shall terminate on the earlier of (i) the close of
business on the twelve-month anniversary date of the date of
Participant’s
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death, and
(ii) the expiration date of this SAR stated in Paragraph 2(a)
above. In such period following Participant’s death, this SAR
shall be exercisable by the person or persons to whom
Participant’s rights under this SAR shall have passed by
Participant’s will or by the laws of descent and distribution
only to the extent the SAR was exercisable on the vesting date
immediately preceding the date of Participant’s death, but
had not previously been exercised. To the extent this SAR was not
exercisable upon the date of Participant’s death, or if such
person or persons do not exercise this SAR within the time
specified in this Paragraph 2(d), all rights under this SAR
shall be forfeited.
3.
Manner of Exercise; Payment
a.
General . This SAR may be exercised only by
Participant (or other proper party in the event of death or
incapacity), subject to the conditions of the Plan and subject to
such other administrative rules as the Administrator may deem
advisable, by delivering written notice of exercise to the Company
at its principal office. The notice shall state the number of
shares as to which this SAR is being exercised. The exercise of
this SAR shall be deemed effective upon receipt of such notice by
the Company, and the date of such receipt shall be the “date
of exercise” for all purposes under this Agreement. This SAR
may be exercised with respect to any number or all of the shares as
to which it can then be exercised and, if partially exercised, may
be so exercised as to the unexercised shares any number of times
during the term of this SAR as provided herein.
b.
Form of Payment . Upon the exercise of all or a
portion of this SAR, Participant shall be entitled to [a cash
payment] [that number of shares of Stock calculated using such
Stock’s Fair Market Value as of the date of exercise and
having an aggregate Fair Market Value] equal to (i) the
excess of (A) the per share Fair Market Value of the
Company’s Common Stock as of the date of exercise over
(B) the per share exercise price specified in Paragraph 1
above, multiplied by (ii) the number of shares specified in
the Participant’s notice of exercise.
c.
Stock Transfer Records . As soon as practicable after
the effective exercise of all or any part of this SAR, Participant
shall be recorded on the stock transfer books of the Company as the
owner of the shares purchased, and the Company shall deliver to
Participant one or more duly issued stock certificates evidencing
such ownership. All requisite original issue or transfer
documentary stamp taxes shall be paid by the Company.
[d. Cancellation of Tandem Option or SAR.
Notwithstanding anything in this Agreement to the contrary, the
exercise of all or a portion of this SAR shall result in the
cancellation of the corresponding right to purchase a like number
of shares under the Tandem Option, and the exercise of all or a
portion of the Tandem Option shall result in the cancellation of
the corresponding right to exercise this SAR for a like number of
shares. The Partici
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