EX-10.21






Exhibit 10.21




RESTRICTED STOCK AGREEMENT




CARDIOVASCULAR SYSTEMS, INC.

AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN




     THIS AGREEMENT is made effective as of this ___ day of                     ,
                    , by and between Cardiovascular Systems, Inc., a Delaware corporation (the “Company”), and
                                         (the “Participant”).



WITNESSETH:




     WHEREAS, the Participant is, on the date hereof, a key employee, officer, director of or a
consultant or advisor to of the Company or of a subsidiary of the Company; and



     WHEREAS, the Company wishes to grant a restricted stock award to the Participant for shares of
the Company’s Common Stock 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 restricted stock award to
the Participant;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



     1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on
the date set forth above a restricted stock award (the “Award”) for                                          (                    )
shares of Common Stock on the terms and conditions set forth herein, which shares
are subject to adjustment pursuant to Section 14 of the Plan. The Company shall cause to be issued
one or more stock certificates representing such shares of Common Stock in the Participant’s name,
and shall hold each such certificate until such time as the risk of forfeiture and other transfer
restrictions set forth in this Agreement have lapsed with respect to the shares represented by the
certificate. The Company may also place a legend on such certificates describing the risks of
forfeiture and other transfer restrictions set forth in this Agreement providing for the
cancellation of such certificates if the shares of Common Stock are forfeited as provided in
Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to this Award
have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the
shares represented by such stock certificates and shall receive all dividends attributable to such
shares, but the Participant shall not have any other rights as a shareholder with respect to such
shares.



     2. Vesting of Restricted Stock. The shares of Stock subject to this Award shall
remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule:



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	Vesting Date	 	Cumulative Percentage of Shares
	 	 	 
	 	 	 





          b. If the Participant’s employment with the Company (or a subsidiary of the Company) ceases at
any time prior to a Vesting Date for any reason, including the Participant’s voluntary resignation
or retirement, the Participant shall immediately forfeit all shares of Stock subject to this Award
which have not yet vested and for which the risks of forfeiture have not lapsed.




     3. General Provisions.



          a. Employment or Other Relationship. This Agreement shall not confer on the
Participant any right with respect to continuance of employment or other relationship by the
Company, nor will it interfere in any way with the right of the Company to terminate such
employment or relationship.




          b. Securities Law Compliance. Participant shall not transfer or otherwise dispose of
the shares of Stock received pursuant to this Agreement until such time as counsel to the Company
shall have determined that such transfer or other disposition will not violate any state or federal
securities laws. The Participant may be required by the Company, as a condition of the
effectiveness of this restricted stock award, to agree in writing that all Stock subject to this
Agreement shall be held, until such time that such Stock is registered and freely tradable under
applicable state and federal securities laws, for Participant’s own account without a view to any
further distribution thereof, that the certificates for such shares shall bear an appropriate
legend to that effect and that such shares will be not transferred or disposed of except in
compliance with applicable state and federal securities laws.




          c. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically
provided in any employment, change of control, severance or similar agreement executed by the
Participant and the Company, pursuant and subject to Section 14 of the Plan, certain changes in the
number or character of the shares of Stock of the Company (through sale, merger, consolidation,
exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock
split, stock dividend, or otherwise) shall result in an adjustment, reduction, or enlargement, as
appropriate, in the number of shares subject to this Award. Any additional shares that are
credited pursuant to such adjustment shall be subject to the same restrictions as are applicable to
the shares with respect to which the adjustment relates.




          d. 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.




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          e. Withholding Taxes. To permit the Company to comply with all applicable federal and
state income tax laws or regulations, the Company may take such action as it deems appropriate to
ensure that, if necessary, all applicable federal and state payroll, income or other taxes are
withheld from any amounts payable by the Company to the Participant. If the Company is unable to
withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to
the Company an amount equal to the amount the Company would otherwise be required to withhold under
federal or state law prior to the transfer of any certificates for the shares of Stock subject to
this Award. Subject to such rules as the Administrator may adopt, the Administrator may, in its
sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in
part, by delivering shares of Common Stock received pursuant to this Award having a Fair Market
Value, as of the date the amount of tax to be withheld is determined under applicable tax law,
equal to the minimum amount required to be withheld for tax purposes. Participant’s request to
deliver shares for purposes of such withholding tax obligations shall be made on or before the date
that triggers such obligations or, if later, the date that the amount of tax to be withheld is
determined under applicable tax law. Participant’s request shall be approved by the Administrator
and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule
16b-3 or any successor provision, as then in effect, of the General Rules and Regulations under the
Securities and Exchange Act of 1934, if applicable.




          f. 2007 Equity Incentive Plan. The Award evidenced by this Agreement is granted
pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby
incorporated into this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning
when used in this Agreement. The Plan governs this Award and, in the event of any questions as to
the construction of this Agreement or in the event of a conflict between the Plan and this
Agreement, the Plan shall govern, except as the Plan otherwise provides.




          g. Lockup Period Limitation. Participant agrees that in the event the Company advises
Participant that it plans an underwritten public offering of its Common Stock in compliance with
the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions
under which certain shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock,
Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant
will not sell or contract to sell or grant an option to buy or otherwise dispose of this Agreement
or any of the underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).




          h. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary,
in the event the Company makes any public offering of its securities and determines, in its sole
discretion, that it is necessary to reduce the number of issued but unexercised stock purchase
rights so as to comply with any state securities or Blue Sky law limitations with respect thereto,
the Board of Directors of the Company shall accelerate the vesting of this restricted stock award,
provided that the Company gives Participant 15 days’ prior written notice of such acceleration.
Notice shall be deemed given when delivered personally or when deposited in the



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United States mail, first class postage prepaid and addressed to Participant at the address of
Participant on file with the Company.




          i. Accounting Compliance. Participant agrees that, if a merger, reorganization,
liquidation or other “transaction” as defined in Article IV of the Plan occurs, and Participant is
an “affiliate” of the Company or any Subsidiary (as defined in applicable legal and accounting
principles) at the time of such transaction, Participant will comply with all requirements of Rule
145 of the Securities Act of 1933, as amended, and the requirements of such other legal or
accounting principles, and will execute any documents necessary to ensure such compliance.




          j. Stock Legend. The Administrator may require that the certificates for any shares
of Common Stock purchased by Participant (or, in the case of death, Participant’s successors) shall
bear an appropriate legend to reflect the restrictions of Paragraph 3(b) and Paragraphs 3(g)
through 3(i) of this Agreement; provided, however, that failure to so endorse any of such
certificates shall not render invalid or inapplicable Paragraph 3(b) or Paragraph 3(g) through
3(i).




          k. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and of the Participant and any successor or successors of
the Participant.




          l. Arbitration. Any dispute arising out of or relating to this Agreement or the
alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement,
shall be discussed between the disputing parties in a good faith effort to arrive at a mutual
settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or business litigation
for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may
request that the chief judge of the District Court for Hennepin County, Minnesota, select an
arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the
commercial arbitration rules of the American Arbitration Association, unless such rules are
inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for
the production of documents and taking of depositions. Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall
have the authority to award any remedy or relief that a court of this state could order or grant;
provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may
award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees,
including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and
reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration
proceedings shall be Hennepin County, Minnesota.




     4. Change of Control. Notwithstanding anything in the Plan or this Agreement to the
contrary, this Award shall become fully vested upon a Change of Control. For purposes of this
Agreement, a “Change of Control” shall mean the occurrence, in a single transaction or in a series
of related transactions, of any one or more of the following events. For purposes of this
definition, a person, entity or group shall be deemed to “Own,” to have “Owned,” to be the “Owner”
of, or to



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have acquired “Ownership” of securities if such person, entity or group directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has or shares voting
power, which includes the power to vote or to direct the voting, with respect to such securities.



          (a) Any person, entity or group becomes the Owner, directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (i)
on account of the acquisition of securities of the Company by an investor, any affiliate thereof or
any other person, entity or group from the Company in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the
issuance of equity securities or (ii) solely because the level of Ownership held by any person,
entity or group (the “Subject Person”) exceeds the designated percentage threshold of the
outstanding voting securities as a result of a repurchase or other acquisition of voting securities
by the Company reducing the number of shares outstanding, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the acquisition of voting
securities by the Company, and after such share acquisition, the Subject Person becomes the Owner
of any additional voting securities that, assuming the repurchase or other acquisition had not
occurred, increases the percentage of the then outstanding voting securities Owned by the Subject
Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;




          (b) There is consummated a merger, consolidation or similar transaction involving (directly or
indirectly) the Company and, immediately after the consummation of such merger, consolidation or
similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly
or indirectly, either (i) outstanding voting securities representing more than fifty percent (50%)
of the combined outstanding voting power of the surviving entity in such merger, consolidation or
similar transaction or (ii) more than fifty percent (50%) of the combined outstanding voting power
of the parent of the surviving entity in such merger, consolidation or similar transaction, in each
case in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such transaction;




          (c) There is consummated a sale, lease, exclusive license or other disposition of all or
substantially all of the total gross value of the consolidated assets of the Company and its
subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of
total gross value of the consolidated assets of the Company and its subsidiaries to an entity, more
than fifty percent (50%) of the combined voting power of the voting securities of which are Owned
by stockholders of the Company in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such sale, lease, license or
other disposition (for purposes of this Paragraph 4(c), “gross value” means the value of the assets
of the Company or the value of the assets being disposed of, as the case may be, determined without
regard to any liabilities associated with such assets); or




          (d) Individuals who, at the beginning of any consecutive twelve-month period, are members of
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
members of the Board at any time during that consecutive twelve-month period; (provided, however,
that if the appointment or election (or nomination for election) of any new Board member was
approved or recommended by a majority vote of the members of the Incumbent



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Board then still in office, such new member shall, for purposes of this Plan, be considered as a
member of the Incumbent Board).




     For the avoidance of doubt, the term Change in Control shall not include a sale of assets,
merger or other transaction effected exclusively for the purpose of changing the domicile of the
Company. To the extent required, the determination of whether a Change of Control has occurred
shall be made in accordance with Internal Revenue Code Section 409A and the regulations, notices
and other guidance of general applicability issued thereunder.



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     ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year
first above written.



	 	 	 	 	 
	 	CARDIOVASCULAR SYSTEMS, INC.

 	 
	 	By:  	
 	 
	 	 	Its: 	 	 
	 
	 

	 	Participant 	 
	 




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