EX-10.22






Exhibit 10.22




RESTRICTED STOCK UNIT 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”).



WITNESSETH:




     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 restricted stock unit award to 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 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 Restricted Stock Unit Award; Term. The Company hereby grants to
Participant on the date set forth above a restricted stock unit award (the “Award”) for           
restricted stock units on the terms and conditions set forth herein. Each restricted stock unit
shall entitle the Participant to receive one share of the Company’s Common Stock.



     2. Vesting of Restricted Stock Units.



          a. General. The restricted stock units subject to this Award shall remain forfeitable
until the date the risks of forfeiture lapse with respect to a percentage of such units (i.e., the
date such units “vest”), according to the following schedule:



 









 





	 	 	 
	 	 	Cumulative Percentage
	Vesting Date	 	of Units
	 
	 	 
	 
	 	 





Subject to such other terms and conditions set forth in this Agreement, the Participant shall not
be entitled to the issuance of shares of Stock for any portion of the restricted stock units
subject to this Award until the Administrator determines the number of restricted stock units, if
any, which have vested.




          b. Termination of Relationship. If Participant ceases to be [an employee] [a
consultant] [a nonemployee director] of the Company or any Subsidiary at any time during the term
of the Award, for any reason, this Award shall terminate and all restricted stock units subject to
this Award for which the risks of forfeiture have not lapsed shall be forfeited by Participant.



     3. Issuance of Shares. On each vesting date, the Company shall cause to be issued a
stock certificate representing that number of shares of Common Stock which is equivalent to the
percentage of restricted stock units for which the risks of forfeiture have lapsed, less any shares
withheld for payment of taxes as provided in Section 4(d) below, and shall deliver such certificate
to Participant. Until the issuance of such shares, Participant shall not be entitled to vote the
shares of Common Stock represented by such restricted stock units, shall not be entitled to receive
dividends attributable to such shares of Common Stock, and shall not have any other rights as a
shareholder with respect to such shares.



     4. General Provisions.



          a. Employment or Other Relationship. This Agreement shall not confer on Participant
any right with respect 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. Nothing in this Agreement shall be construed as creating an
employment contract for any specified term between Participant and the Company or any Subsidiary.



          b. 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 Common Stock of the Company (through 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 Participant’s rights with respect to any restricted stock units subject to this
Award which continue to be subject to risks of forfeiture (i.e., Participant shall have
such “anti-dilution” rights under the Award with respect to such events, but shall not have
“preemptive” rights).



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          c. Shares Reserved. The Company shall at all times during the term of this Agreement
reserve and keep available such number of shares as will be sufficient to satisfy the requirements
of this Agreement.



          d. 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
attributable to this Award 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 issuance 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 the
Company’s Common Stock, including shares of Stock received pursuant to this Award on which the
risks of forfeiture have lapsed. Such shares shall have a Fair Market Value equal to the minimum
required tax withholding, based on the minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to the supplemental income attributable
to this Award. In no event may the Participant deliver shares having a Fair Market Value in excess
of such statutory minimum required tax withholding. The Participant’s election to deliver shares
or to have shares withheld for this purpose shall be made on or before the date that the amount of
tax to be withheld is determined under applicable tax law. Such election 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 Exchange Act of 1934, if applicable.



          e. 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 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. The Plan governs this Agreement 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.



          f. 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 4(f) of this Agreement;
provided, however, that failure to so endorse any of such certificates shall not render invalid or
inapplicable Paragraph 4(f).



          g. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and Participant and any successor or successors of
Participant permitted by this Agreement. This Award is expressly subject to all terms and
conditions contained in the Plan and in this Agreement, and Participant’s failure to execute this
Agreement shall not relieve Participant from complying with such terms and conditions.



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          h. 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 of 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.



          i. Right to Amend. The Company hereby reserves the right to amend this Agreement
without Participant’s consent to the extent necessary or desirable to comply with the requirements
of Code Section 409A and the regulations, notices and other guidance of general application issued
thereunder.



     [5. 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 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



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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 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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