THE SPECTRANETICS CORPORATION 2006 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

THE SPECTRANETICS CORPORATION
2006 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE AND
STOCK OPTION AGREEMENT

     The Spectranetics Corporation, a Delaware corporation (the “ Company ”), pursuant to its 2006 Incentive Award Plan (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 per share (“ Stock ”), set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “ Stock Option Agreement ”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

     By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

THE SPECTRANETICS CORPORATION STOCK OPTION AGREEMENT

     Pursuant to the Stock Option Grant Notice (the “ Grant Notice ”) to which this Stock Option Agreement (this “ Agreement ”) is attached, The Spectranetics Corporation, a Delaware corporation (the “ Company ”), has granted to the Participant an option under the Company’s 2006 Incentive Award Plan (as amended from time to time, the “ Plan ”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

     1.1 Defined Terms . Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

          (a) “ Administrator ” shall mean the Board or the Committee responsible for conducting the general administration of the Plan in accordance with Article 12 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

          (b) The “ Performance Target ” shall be deemed to have been achieved if and when, prior to the expiration, cancellation or other termination of the Option, (i) the average of the closing trading prices (on the principal stock exchange on which the Stock is then listed) of a share of Stock for a period of ten (10) consecutive trading days equals or exceeds $9.00 per share, or (ii) the highest price per share of Stock paid in a transaction that results in a Change in Control equals or exceeds $9.00.

          (c) “ Service ” shall mean the Participant’s service with the Company as an officer, employee or consultant of the Company, or member of the Board. For purposes of this Agreement, the Participant shall be deemed to remain in continuous Service with the Company so long as he remains either an employee, consultant or member of the Board, and in the event that Participant is both an employee of the Company and a member of the Board, Participant shall not be deemed to have incurred a Termination of Service (as defined below) with the Company unless and until his status as both an employee and a member of the Board has terminated.

          (d) “ Termination of Service ” shall mean a termination of the Participant’s Service for any reason, with or without cause, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding: (a) a termination where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (b) a termination where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to a Termination of Service, including, without limitation, the question of whether a particular leave of absence constitutes a Termination of Service.

     1.2 Incorporation of Terms of Plan . The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

     2.1 Grant of Option . In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

     2.2 Exercise Price . The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided , however , that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

     2.3 Consideration to the Company . In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

ARTICLE III.

PERIOD OF EXERCISABILITY

     3.1 Commencement of Exercisability .

          (a) Subject to Sections 3.2, 3.3 and 3.4, the Option shall vest and become exercisable as follows:

          (i) In the event that the Performance Target is achieved, the Option shall thereupon vest with respect to that number of shares that would have been vested as of such date had the Option been subject to the Time Vesting Schedule (as defined below), and the remaining unvested portion (if any) of the Option shall thereafter vest in accordance with the Time Vesting Schedule as if the Option had been subject to the Time Vesting Schedule since the Grant Date.

          (ii) For purposes of this Agreement, “ Time Vesting Schedule ” shall mean a vesting schedule providing for vesting of the Option with respect to 1/48 ^th of the shares subject thereto on the first monthly anniversary of the Vesting Commencement Date set forth above (the “ Vesting Commencement Date ”) and with respect to an additional 1/48 ^th of the shares subject

thereto on each monthly anniversary of the Vesting Commencement Date thereafter up to and including the monthly anniversary of the Vesting Commencement Date occurring on the four year anniversary of the Vesting Commencement Date.

          (b) Except as expressly provided in Section 3.2 below, in no event shall the Option vest or become exercisable to any extent if the Performance Target is not achieved.

          (c) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant.

     3.2 Acceleration of Exercisability . Notwithstanding Section 3.1(a) above, the Option shall, to the extent not theretofore expired, cancelled or terminated, become fully vested and exercisable in the event of (i) the achievement of the Performance Target upon a Change in Control that occurs on or prior to the second anniversary of the Grant Date or (ii) a Change in Control that occurs after the second anniversary of the Grant Date (irrespective of whether the Performance Target is achieved).

     3.3 Duration of Exercisability . The installments provided for in the vesting schedule set forth in Section 3.1 are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in Section 3.1 shall remain vested and exercisable until it becomes unexercisable under Section 3.4.

     3.4 Expiration of Option . The Option may not be exercised to any extent by anyone after the first to occur of the following events:

          (a) The expiration of ten years from the Grant Date;

          (b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Compan