exv10w5






Exhibit 10.5




SURMODICS, INC.

2009 EQUITY INCENTIVE PLAN




Restricted Stock Agreement*



	 	 	 
	Full Name of Participant:	 	 

	 	 	 

	Number of Shares Covered:	 	Grant Date:

	 	 	 

	Vesting Schedule:	 	 

	 	 	 

	 	 	               Number of Share(s) Which

	                    Vesting Date(s)	 	                     Become Vested

	 	 	 




This is a Restricted Stock Agreement (“Agreement”) between SurModics, Inc., a Minnesota
corporation (the “Company”), and the Participant identified in the table above.




Recitals




     WHEREAS, the Company maintains the SurModics, Inc. 2009 Equity Incentive Plan (the
“Plan”);



     WHEREAS, the Board of Directors of the Company has appointed the Organization and Compensation
Committee (the “Committee”) to administer the Plan and determine the Awards to be granted
under the Plan; and



     WHEREAS, the Committee or its designee has determined that the Participant is eligible to
receive an Award under the Plan in the form of Restricted Stock;



     NOW, THEREFORE, the Company and the Participant mutually agree as follows:





 




			
	*	 	Any capitalized term used in this Agreement
will have the meaning set forth in this Agreement (including the table at the
beginning of this Agreement) or, if not defined in this Agreement, set forth in
the Plan as it currently exists or as it is amended in the future.




 









 










Terms and Conditions





	1.	 	Issuance of Restricted Shares.






	 	(a)	 	Subject to the terms and conditions of this Agreement, the Company has granted
to the Participant Restricted Stock in the number of Shares specified in the table at
the beginning of this Agreement. Such Shares of Restricted Stock are subject to the
restrictions provided for in this Agreement, and in the Plan, and are referred to
collectively as the “Restricted Shares” and each as a “Restricted
Share.” The term “Restricted Shares” also refers to all securities
received by the Participant in replacement of or in connection with the Restricted
Shares acquired hereby pursuant to a recapitalization, reclassification, stock
dividend, stock split, stock combination or other relevant event.
	 
	 	(b)	 	Each Restricted Share will be evidenced by a book-entry in the name of the
Participant with the Company’s transfer agent or by one or more Common Stock
certificates issued in the name of the Participant. Any such Common Stock certificate
will be deposited with the Company or its designee, together with an assignment
separate from the certificate, in blank, signed by the Participant, and bear an
appropriate legend referring to the restricted nature of the Restricted Stock evidenced
thereby. Any book-entry will be subject to transfer restrictions and accompanied by a
similar legend. Upon the vesting of Shares of Restricted Stock and the corresponding
lapse of the restrictions and forfeiture conditions, the transfer restrictions and
restrictive legend applicable to any book-entry evidencing such Shares will be removed,
or a certificate for the Shares bearing no restrictive legend will be delivered to the
Participant or a Successor or a Transferee.
	 
	 	(c)	 	A Participant with a Restricted Stock Award has all the other rights of a
stockholder, including the right to receive dividends and the right to vote the Shares
of Restricted Stock. Any Shares or property other than regular cash dividends
distributed with respect to Restricted Shares will be subject to the same conditions
and restrictions as the underlying Shares. Notwithstanding the foregoing, cash
dividends on Restricted Shares that have performance vesting provisions will be subject
to the same conditions and restrictions as the related Shares.






	2.	 	Forfeiture and Transfer Restrictions.






	 	(a)	 	Forfeiture. If (i) the Participant’s Service with the Company, or a Parent or
Subsidiary thereof, is terminated for any reason, whether by the Company with or
without cause, voluntarily or involuntarily by the Participant or otherwise, or (ii)
the Participant attempts to transfer or otherwise dispose of any of the Restricted
Shares or the Restricted Shares become subject to attachment or any similar involuntary
process, in violation of this Agreement, then any Restricted Shares that have not
previously vested will be forfeited by the Participant to the Company, the Participant
will thereafter have no right, title or interest whatsoever in such Restricted Shares.
The Company unilaterally may instruct the Company’s transfer agent to adjust the










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	 	 	 	stock register of the Company to reflect the forfeiture of any Restricted Shares. If
the Company does not have custody of any and all certificates representing
Restricted Shares so forfeited, the Participant must immediately return to the
Company any and all certificates representing Restricted Shares so forfeited.
Additionally, the Participant must deliver to Company a stock power duly executed in
blank relating to any and all certificates representing Restricted Shares forfeited
to the Company in accordance with the previous sentence or, if such stock power has
previously been tendered to the Company, the Company will be authorized to deem such
previously tendered stock power delivered, and the Company will be authorized to
cancel any and all certificates representing Restricted Shares so forfeited and
issue and deliver to the Participant a new certificate for any Shares which vested
prior to forfeiture. For purposes of this Agreement, neither the transfer of the
Participant between any combination of the Company and its Affiliates, nor a leave
of absence granted to the Participant by the Company, will be deemed a termination
of employment.






	 	(b)	 	Limitation on Transfer. Until such time as the Restricted Shares have become
vested under Section 3 of this Agreement, the Participant will not sell, assign, or
transfer the Restricted Shares other than (i) to a Successor, (ii) pursuant to a
divorce decree or qualified domestic relations order as defined by the Code, or Title I
of ERISA, or (iii) if permitted by law, by a bona fide gift to a Transferee. Any
attempt to assign, transfer, pledge, hypothecate, or otherwise dispose of the
Restricted Shares contrary to the provisions hereof, and the levy of any attachment or
similar process upon the Restricted Shares, will be void.






	3.	 	Vesting. Subject to Section 11 of the Plan, the Restricted Shares will cease to be
subject to forfeiture under Section 2 hereof in the numbers and on the dates specified in the
vesting schedule in the table at the beginning of this Agreement. Restricted Shares that have
so ceased to be subject to forfeiture are sometimes referred to as “vested” or as “Vested
Shares” in this Agreement.






	 	 	Death or Disability. If the Participant’s Service with the Company or an Affiliate
terminates because of death or Disability, the number of shares that are subject to
forfeiture under this Agreement will be prorated for the portion of the term of this Award
during which the Participant provided Service to the Company and its Affiliates, and, with
respect to such Restricted Shares, will be Vested Shares. Any Restricted Shares which do
not become vested under the preceding sentence will terminate at the date of the
Participant’s termination of Service and such Restricted Shares will be forfeited to the
Company.






	4.	 	Stockholder Rights. As of the date of issuance specified at the beginning of this
Agreement, the Participant will have all of the rights of a stockholder of the Company with
respect to the Restricted Shares, except as otherwise specifically provided in this Agreement.






	5.	 	Tax Withholding. The parties hereto recognize that the Company or its Subsidiary may
be obligated to withhold federal and state taxes or other taxes upon the vesting of the
Restricted Shares, or, in the event that the Participant elects under Code Section 83(b) to
report the









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	 	 	receipt of the Restricted Shares as income in the year of receipt, upon the
Participant’s receipt of the Restricted Shares. The Participant agrees that, at such time, if
the Company or its Subsidiary is required to withhold such taxes, the Participant will
promptly pay, in cash upon demand to the Company or the Subsidiary having such obligation,
such amounts as will be necessary to satisfy such obligation. In lieu of all or any part of a
cash payment from a person receiving Restricted Shares under the Plan, the Committee may
permit the individual to cover all or any part of the required withholdings (up to the
Participant’s minimum required tax withholding rate or such other rate that will not trigger a
negative accounting impact to the Company or any Affiliate) through a reduction in the number
of Restricted Shares delivered or a delivery or tender to the Company of Shares held by the
Participant or other person, in each case valued in the same manner as used in computing the
withholding taxes under applicable laws.






	 	 	The Participant further acknowledges that the Company has directed the Participant to seek
independent advice regarding the applicable provisions of the Code, the income tax laws of
any municipality, state or foreign country in which the Participant may reside, and the tax
consequences of the Participant’s death.
	 
	6.	 	Restrictive Legends and Stop-Transfer Orders.






	 	(a)	 	Legends. Any certificate or certificates representing the Restricted Shares
will bear the following legend (as well as any legends required by applicable state and
federal corporate and securities laws) noting the existence of the restrictions set
forth in this Agreement:






	 	 	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN
THE COMPANY AND THE PARTICIPANT, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.”






	 	(b)	 	Stop-Transfer Notices. The Participant agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate
“stop transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in
its own records.






	 	(c)	 	Refusal to Transfer. The Company will not be required (i) to transfer on its
books any Restricted Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted
Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom the Restricted Shares will have been so transferred.






	7	 	Not Part of Employment Contract; Discontinuance of Employment. This Agreement awards
Restricted Stock to the Participant, but does not impose any obligation on the









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	 	 	Company to make
any future grants or issue any future awards to the Participant or otherwise continue the
participation of the Participant under the Plan. This Agreement will not give the Participant
a right to continued employment or Service with the Company or any Affiliate, and the Company
or Affiliate employing the Participant may terminate his or her Service and otherwise deal
with the Participant without regard to the effect it may have upon him or her under this
Agreement
	 
	 	 	By executing this Agreement, the Participant expressly acknowledges the above.






	8.	 	Interpretation of This Agreement. All decisions and interpretations made by the
Committee with regard to any question arising hereunder or under the Plan will be binding and
conclusive upon the Company and the Participant. If there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan will govern.
	 
	9.	 	Binding Effect. This Agreement will be binding in all respects on the heirs,
representatives, successors and assigns of the Participant (and included for the sake of
clarification, a Successor or Transferee of the Participant).
	 
	10.	 	Choice of Law. This Agreement is entered into under the laws of the State of
Minnesota and will be construed and interpreted thereunder (without regard to its
conflict-of-law principles).
	 
	11.	 	Entire Agreement. This Agreement and the Plan set forth the entire agreement and
understanding of the parties hereto with respect to the issuance and sale of the Restricted
Shares and the administration of the Plan and supersede all prior agreements, arrangements,
plans, and understandings relating to the issuance and sale of these Restricted Shares and the
administration of the Plan.
	 
	12.	 	Amendment and Waiver. Except as provided in the Plan, this Agreement may be amended,
waived, modified, or canceled only by a written instrument executed by the parties or, in the
case of a waiver, by the party waiving compliance.
	 
	13.	 	Section 409A. Notwithstanding anything in this Agreement to the contrary, any
payments hereunder that would be subject to an additional or accelerated tax under Section
409A of the Code will be deferred until the earliest date that such payments may be made
without the imposition of such tax.
	 
	14.	 	Acknowledgment of Receipt of Copy. By execution hereof, the Participant acknowledges
having received a copy of the Plan.









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     IN WITNESS WHEREOF, the Participant and the Company have executed this Agreement as of the
                     day of                                                             
,                     .



	 	 	 	 	 
	 	PARTICIPANT

 	 
	 
	 	  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	SURMODICS, INC.

 	 
	 
	 	By:  	 	 
	 
	 	 	Name 	 
	 
	 	 	Its 	 
	 


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