EX-10.1



 Exhibit 10.1 
  





 
 OMNIBUS AMENDMENT 

TO 
 CERTAIN EQUITY
AGREEMENTS WITH NON-EMPLOYEE DIRECTORS 
 This OMNIBUS AMENDMENT (the “Amendment”) is between SurModics, Inc., a
Minnesota corporation (the “Company”), and *[Participant Name] (the “Participant”) amends certain equity award agreements previously entered into between the Company and Participant under the terms of the
Company’s 2009 Equity Incentive Plan (the “Plan”). All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Plan. 

Background 
 A. The Board
of Directors (the “Board”) of the Company has approved an amendment to the Company’s board compensation policy in order to align its director compensation program with current corporate governance best practices. 

B. In connection with amending the Company’s board compensation policy, the Board authorized the Company to enter into an agreement with
each of the Company’s non-employee directors for the purpose of amending certain of the stock option agreements and restricted stock unit agreements previously granted to each such non-employee director. Schedule A attached hereto
identifies the stock option agreements (the “Stock Option Agreements”) and the restricted stock unit agreements (the “Stock Unit Agreements”) that have been entered into between the Company and the Participant and
that are being amended by this Amendment. 
 Agreement 

NOW, THEREFORE, effective as of February 17, 2014, in consideration of the foregoing and the mutual agreements contained herein and
intending to be legally bound hereby, the parties hereby agree as follows: 
 1. Amendment to Stock Option Agreements. Each of the
Stock Option Agreements shall be amended by deleting Section 4 thereof in its entirety and replacing it with the following: 
  

	 	“4.	Exercise Schedule. Subject to the terms of the Plan, the Option will vest and become exercisable ratably on a monthly basis over the one-year period following the Grant Date. The number of shares as to
which the Option is exercisable is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated, or been cancelled, the Participant (or that Participant’s Successor or Transferee) may exercise
the Option and purchase all or any portion of the Shares then exercisable. The Options shall become fully vested and exercisable on the first anniversary of the Grant Date.” 









 Omnibus Amendment to Certain Equity Agreements with Non-Employee Directors 

 

 2. Amendment to Stock Unit Agreements. Each of the Stock Unit Agreements shall be
amended as follows: 
 (a) Section 3(a) of each of the Stock Unit Agreements shall be deleted in its entirety and
replaced with the following: 
  

	 	“3.	Vesting of Units. 

 (a) Scheduled Vesting. If you remain a Service
Provider to the Company or any of its Affiliates continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest ratably on a monthly basis over the one-year period following the Grant Date. The Units shall
become fully vested on the first anniversary of the Grant Date.” 
 (b) Section 4 of each of the Stock Unit
Agreements shall be deleted in its entirety and replaced with the following: 
  

	 	“4.	Effect of Termination of Service. Except as otherwise provided in accordance with Section 3(b), if you cease to be a Service Provider prior to the first anniversary of the Grant Date, you will forfeit
all unvested Units.” 

 3. No Other Amendment. All other provisions of the Stock Option Agreements and the Stock
Unit Agreements not amended by this Amendment shall remain the same, in full force and effect. 
 4. Counterparts. This Amendment may
be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one document. 

IN WITNESS WHEREOF, the Participant and the Company have executed this Agreement as of the dates shown below. 

 

							
	SURMODICS, INC.	 		  	PARTICIPANT
				
	By	 	  
	 		  	  

		 	Name: Bryan K. Phillips	 		  	*[Participant Name]
		 	Its: Sr. Vice President, General Counsel & Secretary	 		  	
				
		 	Date:                                     
                                         
                         	 		  	Date:                                     
                                         
                    


  
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 Omnibus Amendment to Certain Equity Agreements with Non-Employee Directors 

 

 Schedule A 

Participant: *[Participant Name] 
 The following
is a list of (a) Stock Option Agreements, and (b) Stock Unit Agreements, that have been entered into between the Company and the Participant. 
  

	 	1.	Stock Option Agreements: 

  

	 	a.	*[List all Stock Option Agreements not fully vested and exercisable as of February 17, 2014] 

  

	 	2.	Restricted Stock Unit Agreements: 

  

	 	a.	*[List all Stock Unit Agreements not fully vested and exercisable as of February 17, 2014] 


  
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