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EXHIBIT 10.5



RESTRICTED STOCK UNIT AGREEMENT




CARDIOVASCULAR SYSTEMS, INC.

2007 EQUITY INCENTIVE PLAN




     THIS AGREEMENT, made effective as of this                      day of                     , 20
                    , by and between Cardiovascular Systems, Inc., a Minnesota corporation (the
“Company”), and                      (“Participant”).



W I T N E S S E T H:




     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 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




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“anti-dilution” rights under the Award with respect to such events, but shall not have
“preemptive” rights).




          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




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Agreement shall not relieve Participant from complying with such terms and conditions.




          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.




     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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