EX-10.18






			
	 	 	 
	
	 	(As amended through May 19, 2008)






Exhibit 10.18




BOARD COMPENSATION POLICY




SurModics, Inc.




Compensation for Non-employee Chairman of the Board




Non-employee directors holding the position of Chairman of the Board shall receive an annual
retainer of $100,000 payable quarterly at the end of each calendar quarter. If, for any reason,
the Chairman does not serve for the entire calendar quarter, the Chairman shall be entitled to a
pro rata portion of that quarterly payment.



In November of each year, the non-employee Chairman shall be granted a nonqualified stock option
for 10,000 shares of the Company’s common stock regardless of such Chairman’s tenure of service as
a director to the Company.



The Chairman shall not be eligible to receive any of the meeting fees set forth below or any other
additional compensation for attendance at meetings of the Board or any of the Board’s committees.



Compensation for Non-employee Directors




Non-employee directors shall receive an annual retainer of $10,000 ($12,000 for Committee Chairs),
payable quarterly at the end of each calendar quarter. If, for any reason, the director does not
serve for the entire calendar quarter, the director shall be entitled to a pro rata portion of that
quarterly payment.



Non-employee directors shall also receive $1,000 for each formal Board meeting attended and $500
for each formal Committee meeting attended. All such fees shall be payable quarterly at the end of
each calendar quarter.



When a non-employee director is first elected to the Board, such director shall be granted a
nonqualified stock option for 10,000 shares of the Company’s common stock. In November of each
year, each non-employee director shall be granted a nonqualified stock option for 5,000 shares of
the Company’s common stock; provided, however, that in the first year of service on the Board, such
director shall only be entitled to a pro rata portion of such annual option grant.



All such 10,000-share and 5,000-share options (including those granted a non-employee Chairman and
to non-employee directors) shall be granted under the Company’s 2003 Equity Incentive Plan, shall
have a ten-year term, and shall have an exercise price equal to the fair market value of the
Company’s common stock on the date of grant. Such options shall be immediately vested for 20% of
the shares on the date of grant, shall vest with respect to 20% of the shares on the next four
anniversaries of the date of grant, and shall be subject to such other terms and conditions set
forth in the individual option agreements. In the event the director’s service on the Board
terminates for any reason other than disability or death, (a) any unvested portion of such options
shall expire and be cancelled, and (b) the director shall be entitled to exercise any vested
portion of such options for up to three months after the date of such termination of service, but
not later than the date the option expires. Upon the director’s termination of service, the Board,
in its sole discretion, may accelerate
the vesting of all or any portion of the unvested portion of such options taking into consideration



 









 





SurModics, Inc.

Board Compensation Policy Continued

Page 2 of 2




such director’s tenure of service or other similar factors. In the event that the director’s
service on the Board terminates as a result of a disability or death, (i) all outstanding unvested
options will vest in full on the date that the director’s service ceases by reason of such
disability or death, and (ii) the director’s guardian or legal representative may exercise the
options not later than the earlier of the date the options expire or one year after the date that
the director’s service ceases by reason of such disability or death.