exv10w13



 





Exhibit 10.13




CARDIOVASCULAR SYSTEMS, INC.




NONQUALIFIED STOCK OPTION AGREEMENT




     THIS AGREEMENT, made as of the _____ day of _________, ___, by and between
CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and
_______________ (the “Optionee”);



WITNESSETH :




     WHEREAS, the Optionee on the date hereof is an employee of the Company;



     WHEREAS, to induce the Optionee to further the Optionee’s efforts in its behalf, the Company
desires to grant to the Optionee a nonqualified stock option to purchase shares of its Common
Stock;



     WHEREAS, the nonqualified stock option granted hereunder is granted outside of the Company’s
1991 Stock Option Plan; and



     WHEREAS, on the date hereof, the Company’s Board of Directors authorized the grant of this
nonqualified stock option to the Optionee;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Company and the Optionee hereby agree as follows:



     1. Grant of Option. The Company hereby grants to the Optionee, on the date of this
Agreement, the option to purchase ______ shares of Common Stock of the Company (the “Option
Stock”) subject to the terms and conditions herein contained, and subject only to adjustment in
such number of shares as provided in Paragraph 7 below. The option evidenced by this Agreement is
intended to constitute a nonqualified stock option and not an incentive stock option under Section
422 of the Internal Revenue Code.



     2. Option Price. During the term of this option, the purchase price for the shares of
Option Stock granted herein is $______ per share, subject only to adjustment of such price as
provided in Paragraph 7 below.



     3. Term of Option. Unless terminated earlier under the provisions of Paragraphs 10 or
11 below, this option shall terminate as of the close of business on ________. Except as may be
provided in Paragraph 12, the option shall vest and become exercisable pursuant to the following
schedule:



	 	 	 
	Vesting Date
	 	Number of Shares






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     Optionee may continue to exercise this option, to the extent it is exercisable, 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.



     4. Personal Exercise by Optionee. This option shall, during the lifetime of the
Optionee, be exercisable only by said Optionee and shall not be transferable by the Optionee, in
whole or in part, other than by will or by the laws of descent and distribution.



     5. Manner of Exercise of Option. This option is to be exercised by the Optionee (or
by the Optionee’s successor or successors) by giving written notice to the Company of an election
to exercise such option. Such notice shall specify the number of shares to be purchased hereunder
and shall specify a date (not more than 30 calendar days and not less than 10 calendar days from
the date of delivery of the notice to the Company) on which the Optionee shall deliver payment of
the full purchase price for the shares being purchased and the Company shall deliver certificates
to the Optionee representing the shares so purchased. Such notice shall be delivered to the
Company at its principal place of business. An option shall be considered exercised at the time
the Company receives such notice. Upon receipt of such notice and subject to the provisions of
Paragraph 9 below, the Company shall, on the date specified in such notice and against payment by
the Optionee of the required purchase price, deliver to the Optionee certificates for the shares so
purchased. Payment for shares of Option Stock may be made in the form of cash, certified check,
Common Stock of the Company, or any combination thereof. Any stock so tendered as part of such
payment shall be valued at its then “fair market value” as determined by the Board of Directors.
All requisite original issue or transfer documentary stamp taxes shall be paid by the Company.



     6. Rights as a Shareholder. The Optionee or a transferee of this option shall have no
rights as a shareholder with respect to any shares covered by this option until the date of the
issuance of a stock certificate for such shares. 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 stock certificate is issued, except as
provided in Paragraph 7 herein.



     7. Adjustment of Shares and Price. In the event of an increase or decrease in the
number of shares of Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the Company, the number of shares of Common
Stock subject to this option and the purchase price per share hereunder shall be equitably adjusted
by the Board of Directors to reflect such change. Additional shares which may be credited pursuant
to such adjustment shall be subject to the same restrictions as are applicable to the shares with
respect to which the adjustment relates.



     8. Withholding Taxes. In order to permit the Company to receive a tax deduction in
connection with the exercise of this option, the Optionee agrees that as a condition to any
exercise of this option, the Optionee will also pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any federal, state, local or other taxes required
by law to be withheld with respect to the option’s exercise.



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     9. Investment Purpose. The Company requires as a condition to the grant and exercise
of this option that any stock acquired pursuant to this option be acquired for only investment if,
in the opinion of counsel for the Company, such is required or deemed advisable under securities
laws or any other applicable law, regulation or rule or any government or governmental agency. In
this regard, if requested by the Company, the Optionee, prior to the acquisition of any shares
pursuant to this option, shall execute an investment letter to the effect that the Optionee is
acquiring shares pursuant to the option for investment purposes only and not with the intention of
making any distribution of such shares and will not dispose of the shares in violation of the
applicable federal and state securities laws.



     10. Termination of Relationship. If the Optionee ceases to be either an employee or
consultant for the Company or any Subsidiary for any reason, other than because of death (as
described below), this option shall completely terminate on the earlier of (i) the close of
business on the three-month anniversary date of termination of such relationship and (ii) the
expiration date under this option. In such period following such termination, this option shall be
exercisable only to the extent the option was exercisable on the date of termination of
relationship but had not previously been exercised.



     11. Death of Optionee. If the Optionee dies (i) while an employee or consultant for
the Company or any Subsidiary, or (ii) within the period of three months after the termination of
such relationship as provided in Paragraph 10, this option shall terminate on the earlier of (i)
the close of business on the six-month anniversary date of the Optionee’s death and (ii) the
expiration date under this option. In such period following the Optionee’s death, this option may
be exercised by the person or persons to whom the Optionee’s rights under this option shall have
passed by the Optionee’s will or by the laws of descent and distribution only to the extent the
option was exercisable on the date of death, but had not previously been exercised.



     12. Change of Control. In the event of 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.



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



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     IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement in the manner
appropriate to each, as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	CARDIOVASCULAR SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	OPTIONEE	 	 






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