FORM OF 2003 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT

Exhibit 99.4

PERFORMANCE SHARE AWARD

SURMODICS, INC.
2003 EQUITY INCENTIVE PLAN

     THIS AGREEMENT, made effective as of this ______ day of ___, 20___, by and between SurModics, Inc., a Minnesota corporation (the “Company”), and ______ (“Participant”).

W I T N E S S E T H:

      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 2003 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 . Except as otherwise provided in Paragraph 6(l) herein, 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:

Notwithstanding the foregoing schedule, the Administrator may delay the vesting of all or any portion of the Performance Shares pursuant to Paragraph 6(l) herein; provided, however, that such delay shall not extend the Performance Period during which the above Performance Objectives must be achieved. 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. Unless the Administrator delays the vesting and issuance of such Performance Shares pursuant to Paragraph 6(l), 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; provided, however, that if the Administrator delays the vesting and issuance of any Performance Shares pursuant to Paragraph 6(l), the Participant shall not forfeit any such Performance Shares that otherwise would have vested prior to the termination of Participant’s relationship had such vesting not been so delayed, and, upon the issuance of such delayed vested Performance Shares, 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.

      6 .  Miscellaneous .

          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 of shares as will be sufficient to satisfy the requirements of this Agreement.

          c. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment, change of contro