EX-10.19






Exhibit 10.19




INCENTIVE STOCK OPTION AGREEMENT




CARDIOVASCULAR SYSTEMS, INC.

AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN




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



WITNESSETH:




     WHEREAS, Participant on the date hereof is a key employee or officer of the Company or one of
its Subsidiaries; and



     WHEREAS, the Company wishes to grant an incentive stock option to Participant to purchase
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 an incentive stock option
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 Option. The Company hereby grants to Participant on the date set forth
above (the “Date of Grant”), the right and option (the “Option”) to purchase all or portions of an
aggregate of                                          (                    ) shares of
Common Stock at a per share price of $                     on the terms and conditions set forth herein, and subject to
adjustment pursuant to Section 14 of the Plan. This Option is intended to be an incentive stock
option within the meaning of Section 422, or any successor provision, of the Internal Revenue Code
of 1986, as amended (the “Code”), and the regulations thereunder, to the extent permitted under
Code Section 422(d).



     2. Duration and Exercisability.



          a. General. The term during which this Option may be exercised shall terminate on
                                        ,            , except as otherwise provided in Paragraphs
2(b) through 2(d) below. This Option shall become exercisable according to the following schedule:



 









 





	 	 	 
	 	 	Cumulative Percentage
	Vesting Date	 	of Shares
	 
	 	 
	 
	 	 





Once the Option 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 Option under
the terms and conditions of this Agreement until the termination of the Option as provided herein.
If Participant does not purchase upon an exercise of this Option the full number of shares which
Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise
prior to this Option’s termination such previously unpurchased shares in addition to those
Participant is otherwise entitled to purchase.




          b. Termination of Employment (other than Disability or Death). If Participant’s
employment with the Company or any Subsidiary is terminated for any reason other than disability or
death, this Option 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 Option stated in Paragraph 2(a) above. In such period following the termination of
Participant’s employment, this Option shall be exercisable only to the extent the Option was
exercisable on the vesting date immediately preceding such termination of employment, but had not
previously been exercised. To the extent this Option was not exercisable upon such termination of
employment, or if Participant does not exercise the Option within the time specified in this
Paragraph 2(b), all rights of Participant under this Option shall be forfeited.



          c. Disability. If Participant’s employment terminates because of disability (as
defined in Code Section 22(e), or any successor provision), this Option 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 Option stated in Paragraph 2(a) above. In such
period following the termination of Participant’s employment, this Option shall be exercisable only
to the extent the Option was exercisable on the vesting date immediately preceding such termination
of employment, but had not previously been exercised. To the extent this Option was not
exercisable upon such termination of employment, or if Participant does not exercise the Option
within the time specified in this Paragraph 2(c), all rights of Participant under this Option shall
be forfeited.



          d. Death. In the event of Participant’s death, this Option shall terminate on the
earlier of (i) the close of business on the twelve-month anniversary of the date of Participant’s
death, and (ii) the expiration date of this Option stated in Paragraph 2(a) above. In such period
following Participant’s death, this Option may be exercised by the person or persons to whom
Participant’s rights under this Option shall have passed by Participant’s will or by the laws of
descent and distribution only to the extent the Option was exercisable on the vesting date
immediately preceding the date of Participant’s death, but had not previously been exercised. To
the extent this Option was not exercisable upon the date of Participant’s death, or if such person
or persons fail to exercise this



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Option within the time specified in this Paragraph 2(d), all rights under this Option shall be
forfeited.



     3. Manner of Exercise.



          a. General. The Option 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 within the option
period written notice of exercise to the Company at its principal office. The notice shall state
the number of shares as to which the Option is being exercised and shall be accompanied by payment
in full of the option price for all shares designated in the notice. The exercise of the Option
shall be deemed effective upon receipt of such notice by the Company and upon payment that complies
with the terms of the Plan and this Agreement. The Option 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 option period as
provided herein.



          b. Form of Payment. Subject to the approval of the Administrator, payment of the
option price by Participant shall be in the form of cash, personal check, certified check or
previously acquired shares of Common Stock of the Company, or any combination thereof. Any stock
so tendered as part of such payment shall be valued at its Fair Market Value as provided in the
Plan. For purposes of this Agreement, “previously acquired shares of Common Stock” shall include
shares of Common Stock that are already owned by Participant at the time of exercise.



          c. Stock Transfer Records. As soon as practicable after the effective exercise of all
or any part of the Option, 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.



     4. Miscellaneous.



          a. Employment or Other Relationship; Rights as Shareholder. This Agreement shall not
confer on Participant any right with respect to the continuance of employment or any other
relationship with 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 Option until such shares have been
issued to Participant upon exercise of this Option. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such shares are issued, except as provided in
Section 14 of the Plan.



          b. Securities Law Compliance. The exercise of all or any parts of this Option shall
only be effective at such time as counsel to the Company shall have determined that the issuance
and delivery of Common Stock pursuant to such exercise will not violate any state or federal
securities or other laws. Participant may be required by the Company, as a condition



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of the effectiveness of any exercise of this Option, to agree in writing that all Common Stock to
be acquired pursuant to such exercise shall be held, until such time that such Common 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 Common 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 Participant’s rights with respect to any unexercised portion of the Option
(i.e., Participant shall have such “anti-dilution” rights under the Option with respect to
such events, but shall not have “preemptive” rights).



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



          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 Participant. If the Company is unable to
withhold such federal and state taxes, for whatever reason, 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. 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 (i) by delivering shares of Common Stock, or (ii) by electing to have the Company withhold
shares of Common Stock otherwise issuable to Participant, in either case 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 or to have shares withheld 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. Nontransferability. During the lifetime of Participant, the accrued Option shall
be exercisable only by Participant or by the Participant’s guardian or other legal representative,
and shall not be assignable or transferable by Participant, in whole or in part, other than by will
or by the laws of descent and distribution.



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          g. 2007 Equity Incentive Plan. The Option 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. All defined terms of the Plan shall have the same meaning when
used in this Agreement. The Plan governs this Option 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.



          h. 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 Option or
any of the underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).



          i. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in
the event the Company makes any public offering of its securities and it is determined 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, and such determination is
affirmed by the Board of Directors, unless the Board of Directors determines otherwise, (i) the
exercisability of this Option and the date on which this Option must be exercised shall be
accelerated, provided that the Company agrees to give Participant 15 days’ prior written notice of
such acceleration, and (ii) any portion of this Option or any other option granted to Participant
pursuant to the Plan which is not exercised prior to or contemporaneously with such public offering
shall be canceled. Notice shall be deemed given when delivered personally or when deposited in the
United States mail, first class postage prepaid and addressed to Participant at the address of
Participant on file with the Company.



          j. Accounting Compliance. Participant agrees that, if a merger, reorganization,
liquidation or other “transaction” as defined in Section 14 of the Plan occurs and Participant is
an “affiliate” of the Company or any Affiliate (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.



          k. 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(b) and Paragraphs 4(g)
through 4(i) of this Agreement; provided, however, that failure to so endorse any of such
certificates shall not render invalid or inapplicable Paragraph 4(b) or Paragraphs 4(g) through
4(i).



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          l. 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 Paragraph 2 or Paragraph 4(e) above.



          m. 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 Option shall become fully vested and exercisable 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,



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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 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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