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EXHIBIT 10.10




CARDIOVASCULAR SYSTEMS, INC.




INCENTIVE STOCK OPTION AGREEMENT




     THIS AGREEMENT, made effective as of this                     day of                                        , 200                    , by and
between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and
                                                             (“Optionee”).



W I T N E S S E T H:




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



     WHEREAS, the Company wishes to grant an incentive stock option to Optionee to purchase shares
of the Company’s Common Stock pursuant to the Company’s 2003 Stock Option Plan (the “Plan”); and



     WHEREAS, the Administrator of the Plan has authorized the grant of an incentive stock option
to Optionee 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 Optionee 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, subject to adjustment pursuant to Section
12 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.



     2. Duration and Exercisability.



          a. The term during which this Option may be exercised shall terminate at the close of business
on                     , 20                    , except as otherwise provided in Paragraphs 2(c) through 2(e) below. This
Option shall become exercisable according to the following schedule:




	 	 	 
	Vesting Date
	 	Percentage/Number of Shares






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Once the Option becomes exercisable to the extent of one hundred percent (100%) of the aggregate
number of shares specified in Paragraph 1, Optionee may continue to exercise this Option under the
terms and conditions of this Agreement until the termination of the Option as provided herein. If
Optionee does not purchase upon an exercise of this Option the full number of shares which Optionee
is then entitled to purchase, Optionee may purchase upon any subsequent exercise prior to this
Option’s termination such previously unpurchased shares in addition to those Optionee is otherwise
entitled to purchase.




          b. Change of Control. In the event of a change of control (the sale by the Company of
substantially all of its assets and the consequent discontinuance of its business, or in the event
of a merger, exchange or liquidation of the Company), the vesting of this Option shall accelerate
and the Option shall become immediately exercisable as of the effectiveness of the sale, merger,
exchange or liquidation, provided the Board allows for a reasonable time within which the Optionee
may exercise this option prior to the effectiveness of such sale, merger, exchange or liquidation.
The grant of the option pursuant to this Agreement shall not limit in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.




          c. Termination of Employment (other than Disability or Death). If Optionee’s
employment with the Company or any Subsidiary is terminated for any reason other than because of
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 above.




               In such period following the termination of Optionee’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 Optionee does not exercise the Option
within the time specified in this Paragraph 2(c), all rights of Optionee under this Option shall be
forfeited.




          d. Disability. If Optionee ceases to be an employee of the Company or any Subsidiary
due to disability (as such term is defined in Code Section 22(e)(3), or any successor provision),
this Option shall completely 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 under
this Option stated in Paragraph 2(a) above. In such period following such termination of
employment, this Option shall be exercisable only to the extent the Option was exercisable on the
vesting date immediately preceding the date of Optionee’s termination of employment. If Optionee
does not exercise the Option within the time specified in this Paragraph 2(d), all rights of
Optionee under this Option shall be forfeited.




          e. Death. In the event of Optionee’s death, this Option shall terminate on the
earlier of (i) the close of business on the twelve-month anniversary date of the date of Optionee’s
death, and (ii) the expiration date of this Option stated in Paragraph 2(a) above. In such period
following Optionee’s death, this Option shall be exercisable by the person or persons to whom
Optionee’s rights under this Option shall have passed by Optionee’s will or by the laws of descent
and distribution only to the extent the Option was exercisable on the vesting date immediately



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preceding the date of Optionee’s death. If such person or persons do not exercise this Option
within the time specified in this Paragraph 2(e), all rights under this Option shall be forfeited.





          3. Manner of Exercise.




          a. General. The Option may be exercised only by Optionee (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. Payment of the Option price by Optionee 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 Optionee 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, Optionee shall be recorded on the stock transfer books of the Company as
the owner of the shares purchased, and the Company shall deliver to Optionee 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; Rights as Shareholder. This Agreement shall not confer on Optionee any
right with respect to continuance of employment 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. Optionee shall
have no rights as a shareholder with respect to shares subject to this Option until such shares
have been issued to Optionee 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 12 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. Optionee may be required by the Company, as a condition 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 Optionee’s
own account without a view to any further distribution thereof, that the certificates for such
shares shall



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bear an appropriate legend to that effect and that such shares will not be transferred or disposed
of except in compliance with applicable state and federal securities laws.




          c. Mergers, Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 12
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 Optionee’s rights with respect to any
unexercised portion of the Option (i.e., Optionee shall have such “anti-dilution” rights
under the Option with respect to such events, but shall not have “preemptive” rights).




          d. Withholding Taxes on Disqualifying Disposition. In the event of a disqualifying
disposition of the shares acquired through the exercise of this Option, Optionee hereby agrees to
inform the Company of such disposition. Upon notice of a disqualifying disposition, the Company
may take such action as it deems appropriate to insure that, if necessary to comply with all
applicable federal or state income tax laws or regulations, all applicable federal and state
payroll, income or other taxes are withheld from any amounts payable by the Company to Optionee.
If the Company is unable to withhold such federal and state taxes, for whatever reason, Optionee
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. Optionee may, subject to the approval and
discretion of the Administrator or such administrative rules it may deem advisable, elect to have
all or a portion of such tax withholding obligations satisfied by delivering shares of the
Company’s Common Stock having a fair market value equal to such obligations.




          e. Nontransferability. During the lifetime of Optionee, the accrued Option shall be
exercisable only by Optionee or by the Optionee’s guardian or other legal representative, and shall
not be assignable or transferable by Optionee, in whole or in part, other than by will or by the
laws of descent and distribution.




          f. 2003 Stock Option Plan. The Option evidenced by this Agreement is granted pursuant
to the Plan, a copy of which Plan has been made available to Optionee 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 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.




          g. Lockup Period Limitation. Optionee agrees that in the event the Company advises
Optionee 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, Optionee
hereby agrees that for a period not to exceed 180 days from the date of the prospectus, Optionee
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).




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          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 have the right (i) to accelerate the exercisability of
this Option and the date on which this Option must be exercised, provided that the Company gives
Optionee 15 days’ prior written notice of such acceleration, and (ii) to cancel any portion of this
Option or any other option granted to Optionee pursuant to the Plan which is not exercised prior to
or contemporaneously with such public offering. Notice shall be deemed given when delivered
personally or when deposited in the United States mail, first class postage prepaid and addressed
to Optionee at the address of Optionee on file with the Company.




          i. Accounting and Legal Compliance. Optionee agrees that, in the event of a “change
of control transaction” (as defined in Paragraph 2(b) above) and Optionee is an “affiliate” of the
Company or any Subsidiary (as defined in applicable legal and accounting principles) at the time of
such change of control transaction, Optionee 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. If applicable, the Company may put an appropriate legend on the
certificates for any shares of Common Stock purchased by Optionee (or, in the case of death,
Optionee’s successors) to reflect the restrictions of Paragraphs 4(b), 4(g), 4(h) and 4(i) of this
Agreement.




          k. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and Optionee and any successor or successors of Optionee
permitted by Paragraph 4(e) above.




          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 ten 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



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agreed by the parties, the place of any arbitration proceedings shall be Hennepin County,
Minnesota.




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



	 	 	 	 	 	 	 
	 	 	CARDIOVASCULAR SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Michael J. Kallok, President and	 	 
	 

	 	 	 	Chief Executive Officer	 	 
	 

	 	 	 	 	 	COMPANY
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	OPTIONEE







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