Exhibit








Exhibit 10.11
FISCAL 2016 EXECUTIVE OFFICER BONUS PLAN AND EQUITY COMPENSATION


Bonus Plan


For the twelve month period ending June 30, 2016, each executive officer of Cardiovascular Systems, Inc. (the “Company”) is eligible to receive cash incentive compensation pursuant to the Fiscal 2016 Executive Officer Bonus Plan (the “Bonus Plan”) as follows: 


Revenue and Adjusted EBITDA Goals 


Receipt of cash incentive compensation for fiscal 2016 is based on the Company’s achievement of revenue and adjusted EBITDA financial goals for fiscal 2016. Adjusted EBITDA is defined as EBITDA with stock compensation added back into the calculation, in addition to an add-back of depreciation and amortization. Target bonus amounts are weighted 67% for the revenue goal and 33% for the adjusted EBITDA goal. Target bonus levels as a percentage of base salary are 100% for the President and Chief Executive Officer, 75% for the Chief Operating Officer, 60% for the Chief Financial Officer, and 50% for the other executive officers. Depending upon the Company’s performance against the goals, participants are eligible to earn 50% to 200% of each of the adjusted EBITDA and revenue portions of their target bonus amount. The Bonus Plan criteria are the same for all of the executive officers. 


Management by Objective Targets 


The Bonus Plan also provides “management by objective” (“MBO”) targets related to certain predetermined milestones for fiscal 2016 relating to sales productivity and regulatory milestones. Achievement of the MBO targets could result in additional cash bonuses to executive officers for each target achieved of 5.0% of their annual base salaries, up to a total of 15.0% of their annual base salaries. The Compensation Committee also has authority to grant additional discretionary cash bonuses of up to 20% of annual base salary for any executive officer. 


Equity Compensation


Additionally, each executive officer of the Company received the following grants of restricted stock on August 10, 2015:
	
										
	Name/Title
	  
	Time-Based
	 
	Revenue Growth
	 
	Stockholder Return

	David L. Martin
President and Chief Executive Officer
	  
	37,358
	

	 
	56,036
	

	 
	56,036
	


	Laurence L. Betterley
Chief Financial Officer
	  
	14,032
	

	 
	21,048
	

	 
	21,047
	


	Kevin Kenny
Chief Operating Officer
	 
	12,749
	

	 
	19,124
	

	 
	19,123
	


	Robert J. Thatcher
Chief Healthcare Policy Officer
	  
	10,208
	

	 
	15,312
	

	 
	15,312
	


	Paul Koehn
Senior Vice President of Quality and Operations
	  
	6,945
	

	 
	10,418
	

	 
	10,417
	







The amount of restricted stock granted to each executive officer is based upon the target equity grant for each executive officer divided by the closing price per share of the Company’s common stock on August 10, 2015; however, the restricted stock grants that vest based on revenue growth and total stockholder return provide the executive officer the opportunity to earn up to 200% of the target number of shares if performance goals are satisfied, and the grants set forth above represent such maximum amount and any shares not earned will be forfeited upon confirmation of performance achievement. Target equity grants as a percentage of base salary are 350% for the President and Chief Executive Officer, 225% for the Chief Financial Officer, 175% for the Chief Operating Officer and Chief Healthcare Policy Officer, and 125% for the other executive officers. The restricted stock grants under the column above titled (i) “Time-Based” will vest in equal installments of 1/3 on each of the first three anniversaries of August 13, 2015; (ii) “Revenue Growth” will vest based on the Company’s revenue growth versus the Company's peer group; and (iii) “Stockholder Return” will vest based on the Company’s total stockholder return versus the Company's peer group.