exv10w29






Exhibit 10.29




SECOND AMENDMENT TO

CHANGE OF CONTROL AGREEMENT




          THIS SECOND AMENDMENT to the Change of Control Agreement dated April 19, 2006 (the
“Agreement”) is made effective April 19, 2009, by and between SurModics, Inc. (the “Company”) and
Bruce J Barclay (“Executive”).




          WHEREAS, Company and Executive previously amended the Agreement by a first amendment effective
December 23, 2008, in order to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and with the intent to exclude amounts payable as severance
from deferred compensation under Code Section 409A(a)(1);




          WHEREAS, Company and Executive desire to further amend the Agreement to extend the term of the
Agreement, and to modify certain other provisions of the Agreement, as described in this Second
Amendment.




          NOW, THEREFORE, Company and Executive, intending to be legally bound, agree as follows:





	1.	 	Section 1 of the Agreement is hereby amended and restated as follows:






     1. Term of Agreement. Except as otherwise provided herein, this Agreement shall
commence on the date executed by the parties and shall continue in effect until April 19,
2012; provided, however, that if a Change of Control of the Company shall occur during the
term of this Agreement, this Agreement shall continue in effect for a period of twelve (12)
months beyond the date of such Change of Control. If, anytime during the term of this
Agreement, or prior to a Change of Control, Executive’s employment with the Company
terminates for any reason or no reason, or if Executive no longer serves as an executive
officer of the Company, this Agreement shall immediately terminate, and Executive shall not
be entitled to any of the compensation and benefits described in this Agreement. Any rights
and obligations accruing before the termination or expiration of this Agreement shall
survive to the extent necessary to enforce such rights and obligations.




	2.	 	Section 3(b)(3) of the Agreement is hereby amended and restated as follows:






	 	(3)	 	A requirement imposed by the Company on Executive that results in Executive
being based at a location that is outside of a fifty (50) radius mile of Executive’s
prior job location;






	3.	 	Section 4(a)(3) of the Agreement is hereby amended and restated as follows:






	 	(3)	 	A severance payment equal to two and one-half (21/2) times the average annual
cash compensation paid to Executive by the Company (or any predecessor entity or
related entity) and includible in Executive’s gross income for federal income




 









 











Second Amendment to Change of Control Agreement

April 19, 2009

Page 2 of 2





	 	 	 	tax purposes during the Executive’s three most recent taxable years in effect
immediately prior to such Termination. For purposes of this paragraph, “annual cash
compensation” shall mean the Executive’s annual base salary and cash bonuses.
Further, for purposes of this paragraph, “predecessor entity” and “related entity”
shall have the meaning set forth in Section 280G of the Internal Revenue Code of
1986, as amended, and the regulations issued thereunder;






	4.	 	Section 4(b) of the Agreement is hereby amended and restated as follows:






	 	(b)	 	The Company shall continue to provide Executive with coverage under its life,
health, or dental benefit plans at a level comparable to the benefits which Executive
was receiving or entitled to receive immediately prior to the Termination or, if
greater, at a level comparable to the benefits which Executive was receiving
immediately prior to the event which constituted Good Reason. Such coverage shall
continue for eighteen (18) months following such Change of Control Termination or, if
earlier, until Executive is eligible to be covered for such benefits through his
employment with another employer. The Company may, in its sole discretion, provide
such coverage through the purchase of individual insurance contracts for Executive;




5.      Except as expressly amended and restated herein, the Agreement, as previously and hereby
amended, remains in full force and effect. All capitalized terms used and not otherwise defined
herein shall have the meanings given them in the Agreement.




          IN WITNESS WHEREOF, Company and Executive have executed this Amendment to Change of Control
Agreement effective as of the date set forth in the first paragraph.




	 	 	 	 	 
	 	SurModics, Inc.

 	 
	 	By  	/s/ Jan Marie Webster
 	 
	 	 	Jan Marie Webster 	 
	 
	 	 	Its: Vice President, Human Resources 	 
	 
	 	 	 
	 	     /s/ Bruce J Barclay
 	 
	 	Bruce J Barclay