exv10w38






Exhibit 10.38




CARDIOVASCULAR SYSTEMS, INC.

SUMMARY OF

EXECUTIVE OFFICER SEVERANCE PLAN




     Effective June 28, 2010, the Company adopted the Cardiovascular Systems, Inc. Executive
Officer Severance Plan. The Severance Plan applies initially to: David L. Martin, President and
Chief Executive Officer; Laurence L. Betterley, Chief Financial Officer; James E. Flaherty, Chief
Administrative Officer and Secretary; Robert J. Thatcher, Executive Vice President; Brian Doughty,
Vice President of Commercial Operations; Paul A. Tyska, Vice President of Business Development;
Paul A. Koehn, Vice President of Manufacturing; and Scott W. Kraus, Vice President of Sales.
Under the Severance Plan, if the Company terminates an executive without cause or due to a
reduction in force, as defined in the plan, the executive will receive certain severance benefits
during the severance period. The severance period is 18 months for the Chief Executive Officer; 15
months for the Chief Financial Officer, and 12 months for all other executives. For purposes of the
Severance Plan, “cause” is generally defined as the executive’s (i) failure to perform his material
duties; (ii) willful or deliberate misconduct; (iii) false or materially misleading representation
made to the Board; or (iv) commission of any felony. “Reduction in force” is generally defined as
an action or decision involving the termination of employment of the Company’s employees that is
designated by the Compensation Committee, in its sole and absolute discretion, as a
“Reduction-in-Force.”



     The severance benefits generally consist of the continued payment of (i) the executive’s
then-current base salary; and (ii) the Company’s share of the costs of the executive’s coverage
under the Company’s medical, dental, and life insurance plans. As a condition to receiving these
severance benefits, the executive is required to execute a release of claims agreement in favor of
the Company. The executive is not entitled to severance benefits if his termination is due to
death or disability; if the executive is on military leave, sick leave, or another bona fide leave
of absence generally not exceeding six months; or if the executive continues to provide services to
the Company in excess of 20% of the average level of services he performed over the immediately
preceding 36-month period.



     The Severance Plan does not affect any other rights the Company’s executives may have to
severance benefits in their employment agreements. However, an executive will be eligible for
severance benefits under the Severance Plan only to the extent the severance is not duplicative of
the benefits received by the executive under his employment agreement. The executive will receive
benefits under his employment agreement first, and then will be eligible for severance benefits
under the Severance Plan; provided, however, that the combined benefit will not exceed the maximum
benefit available under the Severance Plan.



     Although the Company has the right to amend or terminate the Severance Plan, the Company may
not do so in any manner that diminishes the severance benefits (i) within 12 months of a change of
control (the sale by the Company of substantially all of its assets and the consequent
discontinuance of its business; a merger, exchange, liquidation or certain acquisitions; certain
changes in the composition of the Board; or a definitive agreement relating to any of these); (ii)
if such amendment or termination was requested by a party other than the Board, that had previously
taken other steps reasonably calculated to result in a change of control and that ultimately
resulted in a change of control; or (iii) if such amendment or termination arose in connection with
or in anticipation of a change of control that ultimately occurs.