EXHIBIT 10.10



SURMODICS, INC.
 2003 EQUITY INCENTIVE
PLAN




SECTION 1.
 DEFINITIONS



As used herein, the following
terms shall have the meanings indicated below:



(a)  “Affiliates” shall mean a Parent or Subsidiary of the Company.



(b)  “Committee” shall mean a Committee of two or more directors who shall be appointed by and serve at the pleasure of
the Board.



(c)  The
“Company” shall mean SurModics, Inc., a Minnesota corporation.



(d)  “Fair Market
Value” as of any date shall mean (i) if such stock is listed on the Nasdaq National Market, Nasdaq SmallCap Market, or an established stock
exchange, the price of such stock at the close of the regular trading session of such market or exchange on such date, as reported by The Wall
Street Journal or a comparable reporting service, or, if no sale of such stock shall have occurred on such date, on the next preceding day on which
there was a sale of stock; (ii) if such stock is not so listed on the Nasdaq National Market, Nasdaq SmallCap Market, or an established stock exchange,
the average of the closing “bid” and “asked” prices quoted by the OTC Bulletin Board, the National Quotation Bureau, or any
comparable reporting service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding
date for which there are such quotes; or (iii) if such stock is not publicly traded as of such date, the per share value as determined by the Board, or
the Committee, in its sole discretion by applying principles of valuation with respect to the Company’s Common Stock.



(e)  The “Internal
Revenue Code” is the Internal Revenue Code of 1986, as amended from time to time.



(f)  “Option”
means an incentive stock option or nonqualified stock option granted pursuant to the Plan.



(g)  “Option
Stock” or “Stock” shall mean Common Stock of the Company (subject to adjustment as described in Section 12) reserved for options
pursuant to this Plan.



(h)  “Parent”
shall mean any corporation which owns, directly or indirectly in an unbroken chain, fifty percent (50%) or more of the total voting power of the
Company’s outstanding stock.



(i)  The
“Participant” means a key employee of the Company or any Subsidiary to whom an incentive stock option has been granted pursuant to Section 9;
a consultant or advisor to, or director, key employee or officer, of the Company or any Subsidiary to whom a














nonqualified stock option has
been granted pursuant to Section 10; or a consultant or advisor to, or director, key employee or officer, of the Company or any Subsidiary to whom a
restricted stock award has been granted pursuant to Section 11.



(j)  The
“Plan” means the SurModics, Inc. 2003 Equity Incentive Plan, as amended hereafter from time to time, including the form of Agreements as they
may be modified by the Administrator from time to time.



(k)  A
“Subsidiary” shall mean any corporation of which fifty percent (50%) or more of the total voting power of outstanding stock is owned,
directly or indirectly in an unbroken chain, by the Company.



SECTION 2.
 PURPOSE



The purpose of the Plan is to
promote the success of the Company and its Subsidiaries by facilitating the employment and retention of competent personnel and by furnishing incentive
to officers, directors, employees, consultants, and advisors upon whose efforts the success of the Company and its Subsidiaries will depend to a large
degree.



It is the intention of the
Company to carry out the Plan through the granting of stock options which will qualify as “incentive stock options” under the provisions of
Section 422 of the Internal Revenue Code, or any successor provision, pursuant to Section 9 of this Plan, through the granting of “nonqualified
stock options” pursuant to Section 10 of this Plan, and through the granting of restricted stock awards pursuant to Section 11 of this Plan.
Adoption of this Plan shall be and is expressly subject to the condition of approval by the shareholders of the Company within twelve (12) months
before or after the adoption of the Plan by the Board of Directors. In no event shall any stock options or restricted stock awards be granted prior to
the date this Plan is approved by the shareholders of the Company.



SECTION 3.
 EFFECTIVE DATE OF
PLAN



The Plan shall be effective as of
the date of adoption by the Board of Directors, subject to approval by the shareholders of the Company as required in Section 2.



SECTION 4.
ADMINISTRATION



The Plan shall be administered by
the Board of Directors of the Company (hereinafter referred to as the “Board”) or by a Committee which may be appointed by the Board from
time to time to administer the Plan (hereinafter collectively referred to as the “Administrator”).














Except as otherwise provided
herein, the Administrator shall have all of the powers vested in it under the provisions of the Plan, including but not limited to exclusive authority
to determine, in its sole discretion, whether an incentive stock option, nonqualified stock option or restricted stock option shall be granted; the
individuals to whom, and the time or times at which, options or restricted stock awards shall be granted; the number of shares subject to each option
and restricted stock award; the option price; and terms and conditions of each option or restricted stock award. The Administrator shall have full
power and authority to administer and interpret the Plan, to make and amend rules, regulations and guidelines for administering the Plan, to prescribe
the form and conditions of the respective stock option and restricted stock agreements (which may vary from Participant to Participant) evidencing each
option and restricted stock award, and to make all other determinations necessary or advisable for the administration of the Plan. The
Administrator’s interpretation of the Plan, and all actions taken and determinations made by the Administrator pursuant to the power vested in it
hereunder, shall be conclusive and binding on all parties concerned.



No member of the Board or the
Committee shall be liable for any action taken or determination made in good faith in connection with the administration of the Plan. In the event the
Board appoints a Committee as provided hereunder, any action of the Committee with respect to the administration of the Plan shall be taken pursuant to
a majority vote of the Committee members or pursuant to the written resolution of all Committee members.



SECTION 5.
 PARTICIPANTS



The Administrator shall from time
to time, at its discretion and without approval of the shareholders, designate those employees, officers, directors, consultants, and advisors of the
Company or of any Subsidiary to whom nonqualified stock options or restricted stock awards shall be granted under this Plan; provided, however, that
consultants or advisors shall not be eligible to receive stock options or restricted stock awards hereunder unless such consultant or advisor renders
bona fide services to the Company or Subsidiary and such services are not in connection with the offer or sale of securities in a capital raising
transaction and do not directly or indirectly promote or maintain a market for the Company’s securities. The Administrator shall, from time to
time, at its discretion and without approval of the shareholders, designate those employees of the Company or any Subsidiary to whom incentive stock
options shall be granted under this Plan. The Administrator may grant additional incentive stock options, nonqualified stock options or restricted
stock awards under this Plan to some or all Participants then holding options or restricted stock awards, or may grant options or restricted stock
awards solely or partially to new Participants. In designating Participants, the Administrator shall also determine the number of shares to be optioned
or awarded to each such Participant. The Administrator may from time to time designate individuals as being ineligible to participate in the
Plan.














SECTION 6.
 STOCK



The Stock to be optioned under
this Plan shall consist of authorized but unissued shares of Option Stock. Six Hundred Thousand (600,000) shares of Option Stock shall be reserved and
available for options and restricted stock awards under the Plan; provided, however, that the total number of shares of Option Stock reserved for
options and restricted stock awards under this Plan shall be subject to adjustment as provided in Section 12 of the Plan. In the event that any
outstanding option or restricted stock award under the Plan for any reason expires or is terminated prior to the exercise of the option or the lapsing
of the risks of forfeiture on the restricted stock, the shares of Option Stock allocable to the unexercised portion of such option or to such portion
of the restricted stock award shall continue to be reserved for options and restricted stock awards under the Plan and may be optioned or awarded
hereunder.



SECTION 7.
 DURATION OF
PLAN



Incentive stock options may be
granted pursuant to the Plan from time to time during a period of ten (10) years from the effective date as defined in Section 3. Non-qualified stock
options and restricted stock awards may be granted pursuant to the Plan from time to time after the effective date of the Plan and until the Plan is
discontinued or terminated by the Administrator.



SECTION 8.
PAYMENT



Participants may pay for shares
upon exercise of options granted pursuant to this Plan with cash, personal check, certified check or, if approved by the Administrator in its sole
discretion, previously-owned shares of the Company’s Common Stock, or any combination thereof. Any stock so tendered as part of such payment shall
be valued at such stock’s then Fair Market Value, or such other form of payment as may be authorized by the Administrator. The Administrator may,
in its sole discretion, limit the forms of payment available to the Participant and may exercise such discretion any time prior to the termination of
the Option granted to the Participant or upon any exercise of the Option by the Participant. “Previously-owned shares” means shares of the
Company’s Common Stock which the Participant has owned for at least six (6) months prior to the exercise of the stock option, or for such other
period of time as may be required by generally accepted accounting principles.



With respect to payment in the
form of Common Stock of the Company, the Administrator may require advance approval or adopt such rules as it deems necessary to
assure














compliance with Rule 16b-3,
or any successor provision, as then in effect, of the General Rules and Regulations under the Securities Exchange Act of 1934, if
applicable.



SECTION 9.
 TERMS AND CONDITIONS OF INCENTIVE STOCK
OPTIONS



Each incentive stock option
granted pursuant to this Section 9 shall be evidenced by a written stock option agreement (the “Option Agreement”). The Option Agreement
shall be in such form as may be approved from time to time by the Administrator and may vary from Participant to Participant; provided, however, that
each Participant and each Option Agreement shall comply with and be subject to the following terms and conditions:



(a)  Number of
Shares and Option Price. The Option Agreement shall state the total number of shares covered by the incentive stock option. Except as
permitted by Section 424(d) of the Internal Revenue Code, or any successor provision, the option price per share shall not be less than one hundred
percent (100%) of the per share Fair Market Value of the Company’s Common Stock on the date the Administrator grants the option; provided,
however, that if a Participant owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the
Company or of its parent or any Subsidiary, the option price per share of an incentive stock option granted to such Participant shall not be less than
one hundred ten percent (110%) of the per share Fair Market Value of the Company’s Common Stock on the date of the grant of the option. The
Administrator shall have full authority and discretion in establishing the option price and shall be fully protected in so doing.



(b)  Term and
Exercisability of Incentive Stock Option.  The term during which any incentive stock option granted under the Plan may be exercised shall be
established in each case by the Administrator. In no event shall any incentive stock option be exercisable during a term of more than ten (10) years
after the date on which it is granted; provided, however, that if a Participant owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of its parent or any Subsidiary, the incentive stock option granted to such Participant shall be
exercisable during a term of not more than five (5) years after the date on which it is granted.



The Option Agreement shall state
when the incentive stock option becomes exercisable and shall also state the maximum term during which the option may be exercised. In the event an
incentive stock option is exercisable immediately, the manner of exercise of the option in the event it is not exercised in full immediately shall be
specified in the Option Agreement. The Administrator may accelerate the exercisability of any incentive stock option granted hereunder which is not
immediately exercisable as of the date of grant.



(c)  Nontransferability. No incentive stock option shall be transferable, in whole or in part, by the Participant other
than by will or by the laws of descent and distribution. During the Participant’s lifetime, the incentive stock option may be exercised only by
the Participant. If the Participant shall attempt any transfer of any incentive stock option granted under the Plan during the














Participant’s lifetime,
such transfer shall be void and the incentive stock option, to the extent not fully exercised, shall terminate.



(d)  No Rights as
Shareholder. A Participant (or the Participant’s successor or successors) shall have no rights as a shareholder with respect to any
shares covered by an incentive stock option until the date of the issuance of a stock certificate evidencing such shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is
prior to the date such stock certificate is actually issued (except as otherwise provided in Section 12 of the Plan).



(d)  Withholding. The Company or its Subsidiary shall be entitled to withhold and deduct from future wages of the
Participant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the
Participant’s exercise of an incentive stock option or a “disqualifying disposition” of shares acquired through the exercise of an
incentive stock option as defined in Code Section 421(b). In the event the Participant is required under the Option Agreement to pay the Company, or
make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, permit the Participant to satisfy such obligation, in whole or in part, by electing to have the
Company withhold shares of Option Stock otherwise issuable to the Participant as a result of the exercise of the incentive stock option having a Fair
Market Value equal to the minimum required tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to the supplemental income resulting from such exercise. In no event may the Company or any Affiliate
withhold shares having a Fair Market Value in excess of such statutory minimum required tax withholding. The Participant’s election to have shares
withheld for this purpose shall be made on or before the date the incentive stock option is exercised or, if later, the date that the amount of tax to
be withheld is determined under applicable tax law.



(j)  Other
Provisions. The Option Agreement authorized under this Section 9 shall contain such other provisions as the Administrator shall deem
advisable. Any such Option Agreement shall contain such limitations and restrictions upon the exercise of the Option as shall be necessary to ensure
that such Option will be considered an “incentive stock option” as defined in Section 422 of the Internal Revenue Code or to conform to any
change therein.



SECTION 10.
 TERMS AND CONDITIONS OF NONQUALIFIED
STOCK OPTIONS



Each nonqualified stock option
granted pursuant to this Section 10 shall be evidenced by a written Option Agreement. The Option Agreement shall be in such form as may be approved
from time to time by the Administrator and may vary from Participant to Participant; provided, however, that each Participant and each Option Agreement
shall comply with and be subject to the following terms and conditions:














(a)  Number of
Shares and Option Price. The Option Agreement shall state the total number of shares covered by the nonqualified stock option. Unless
otherwise determined by the Administrator, the option price per share shall be one hundred percent (100%) of the per share Fair Market Value of the
Company’s Common Stock on the date the Administrator grants the option.



(b)  Term and
Exercisability of Nonqualified Stock Option. The term during which any nonqualified stock option granted under the Plan may be exercised shall
be established in each case by the Administrator. The Option Agreement shall state when the nonqualified stock option becomes exercisable and shall
also state the maximum term during which the option may be exercised. In the event a nonqualified stock option is exercisable immediately, the manner
of exercise of the option in the event it is not exercised in full immediately shall be specified in the Option Agreement. The Administrator may
accelerate the exercisability of any nonqualified stock option granted hereunder which is not immediately exercisable as of the date of
grant.



(d)  Transferability. The Administrator may, in its sole discretion, permit the Participant to transfer any or all
nonqualified stock options to any member of the Participant’s “immediate family” as such term is defined in Rule 16a-1(e) promulgated
under the Securities Exchange Act of 1934, or any successor provision, or to one or more trusts whose beneficiaries are members of such
Participant’s “immediate family” or partnerships in which such family members are the only partners; provided, however, that the
Participant cannot receive any consideration for the transfer and such transferred nonqualified stock option shall continue to be subject to the same
terms and conditions as were applicable to such nonqualified stock option immediately prior to its transfer.



(e)  No Rights as
Shareholder. A Participant (or the Participant’s successor or successors) shall have no rights as a shareholder with respect to any
shares covered by a nonqualified stock option until the date of the issuance of a stock certificate evidencing such shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is
prior to the date such stock certificate is actually issued (except as otherwise provided in Section 12 of the Plan).



(f)  Withholding. The Company or its Subsidiary shall be entitled to withhold and deduct from future wages of the
Participant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the
Participant’s exercise of a nonqualified stock option. In the event the Participant is required under the Option Agreement to pay the Company, or
make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, permit the Participant to satisfy such obligation, in whole or in part, by electing to have the
Company withhold shares of Option Stock otherwise issuable to the Participant as a result of the exercise of the nonqualified stock option having a
Fair Market Value equal to the minimum required tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to the supplemental income resulting from such exercise. In no event may the Company or any Affiliate
withhold shares having a Fair Market Value in excess of such statutory minimum required tax withholding. The Participant’s election to have shares
withheld for this purpose














shall be made on or before
the date the nonqualified stock option is exercised or, if later, the date that the amount of tax to be withheld is determined under applicable tax
law.



(g)  Other
Provisions. The Option Agreement authorized under this Section 10 shall contain such other provisions as the Administrator shall deem
advisable.



SECTION 11.
 RESTRICTED STOCK
AWARDS



Each restricted stock award
granted pursuant to the Plan shall be evidenced by a written restricted stock agreement (the “Restricted Stock Agreement”). The Restricted
Stock Agreement shall be in such form as may be approved from time to time by the Administrator and may vary from Participant to Participant; provided,
however, that each Participant and each Restricted Stock Agreement shall comply with and be subject to the following terms and
conditions:



(a)  Number of
Shares. The Restricted Stock Agreement shall state the total number of shares of Stock covered by the restricted stock award.



(b)  Risks of
Forfeiture. The Restricted Stock Agreement shall set forth the risks of forfeiture, if any, which shall apply to the shares of Stock covered
by the restricted stock award, and shall specify the manner in which such risks of forfeiture shall lapse. The Administrator may, in its sole
discretion, modify the manner in which such risks of forfeiture shall lapse but only with respect to those shares of Stock which are restricted as of
the effective date of the modification.



(c)  Issuance of
Restricted Shares. The Company shall cause to be issued a stock certificate representing such shares of Stock in the Participant’s name,
and shall deliver such certificate to the Participant; provided, however, that the Company shall place a legend on such certificate describing the
risks of forfeiture and other transfer restrictions set forth in the Participant’s Restricted Stock Agreement and providing for the cancellation
and return of such certificate if the shares of Stock subject to the restricted stock award are forfeited.



(d)  Rights as
Shareholder. Until the risks of forfeiture have lapsed or the shares subject to such restricted stock award have been forfeited, the
Participant shall be entitled to vote the shares of Stock represented by such stock certificates and shall receive all dividends attributable to such
shares, but the Participant shall not have any other rights as a shareholder with respect to such shares.



(e)  Withholding
Taxes. The Company or its Subsidiary shall be entitled to withhold and deduct from future wages of the Participant all legally required
amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s restricted stock award. In the
event the Participant is required under the Restricted Stock Agreement to pay the Company or Subsidiary, or make arrangements satisfactory to the
Company or Subsidiary respecting payment of, such withholding and employment-related taxes, the Administrator may, in its discretion and pursuant to
such rules as it may adopt, permit the Participant to satisfy such














obligations, in whole or in
part, by delivering shares of Common Stock, including shares of Stock received pursuant to a restricted stock award on which the risks of forfeiture
have lapsed. Such shares shall have a Fair Market Value equal to the minimum required tax withholding, based on the minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable to the supplemental income resulting from the lapsing of the risks of
forfeiture on such restricted stock. In no event may the Participant deliver shares having a Fair Market Value in excess of such statutory minimum
required tax withholding. The Participant’s election to deliver shares of Common Stock for this purpose shall be made on or before the date that
the amount of tax to be withheld is determined under applicable tax law. Such election shall be approved by the Administrator and otherwise comply with
such rules as the Administrator may adopt to assure compliance with Rule 16b-3, or any successor provision, as then in effect, of the General Rules and
Regulations under the Securities Exchange Act of 1934, if applicable.



(f)  Nontransferability. No restricted stock award shall be transferable, in whole or in part, by the Participant, other
than by will or by the laws of descent and distribution, prior to the date the risks of forfeiture described in the restricted stock agreement have
lapsed. If the Participant shall attempt any transfer of any restricted stock award granted under the Plan prior to such date, such transfer shall be
void and the restricted stock award shall terminate.



(g)  Other
Provisions. The Restricted Stock Agreement authorized under this Section 11 shall contain such other provisions as the Administrator shall
deem advisable.



SECTION 12.
 RECAPITALIZATION, SALE, MERGER,
EXCHANGE
 OR LIQUIDATION



In the event of an increase or
decrease in the number of shares of Common Stock resulting from a subdivision or consolidation of shares, stock dividend, or stock split, the Board
may, in its sole discretion, adjust the number of shares of Stock reserved under Section 6 hereof, the number of shares of Stock covered by each
outstanding stock option and restricted stock award, and the price per share thereof to reflect such change. Additional shares which may be credited
pursuant to such adjustment shall be subject to the same restrictions as are applicable to the shares with respect to which the adjustment
relates.



Unless otherwise provided in the
Option Agreement, in the event of an acquisition of the Company through the sale of substantially all of the Company’s assets and the consequent
discontinuance of its business or through a merger, consolidation, exchange, reorganization, reclassification, extraordinary dividend, divestiture or
liquidation of the Company (collectively referred to as a “transaction”), the Board may provide for one or more of the
following:



(a)  the equitable
acceleration of the exercisability of any outstanding options and the lapsing of the risks of forfeiture on any restricted stock
awards;



(b)  the complete
termination of this Plan, the cancellation of outstanding options not exercised prior to a date specified by the Board (which date shall give
Participants a reasonable














period of time in which to
exercise the options prior to the effectiveness of such transaction), and the cancellation of any restricted stock awards for which the risks of
forfeiture have not lapsed;



(c)  that Participants
holding outstanding stock options shall receive, with respect to each share of Stock subject to such options, as of the effective date of any such
transaction, cash in an amount equal to the excess of the Fair Market Value of such Stock on the date immediately preceding the effective date of such
transaction over the option price per share of such options; provided that the Board may, in lieu of such cash payment, distribute to such Participants
shares of stock of the Company or shares of stock of any corporation succeeding the Company by reason of such transaction, such shares having a value
equal to the cash payment herein;



(d)  that Participants
holding outstanding restricted stock awards shall receive, with respect to each share of Stock subject to such awards, as of the effective date of any
such transaction, cash in an amount equal to the Fair Market Value of such Stock on the date immediately preceding the effective date of such
transaction; provided that the Board may, in lieu of such cash payment, distribute to such Participants shares of stock of the Company or shares of
stock of any corporation succeeding the Company by reason of such transaction, such shares having a value equal to the cash payment
herein;



(e)  the continuance of
the Plan with respect to the exercise of options which were outstanding as of the date of adoption by the Board of such plan for such transaction and
provide to Participants holding such options the right to exercise their respective options as to an equivalent number of shares of stock of the
corporation succeeding the Company by reason of such transaction; and



(f)  the continuance of
the Plan with respect to restricted stock awards for which the risks of forfeiture have not lapsed as of the date of adoption by the Board of such plan
for such transaction and provide to Participants holding such awards the right to receive an equivalent number of shares of stock of the corporation
succeeding the Company by reason of such transaction.



The Board may restrict the rights
of or the applicability of this Section 12 to the extent necessary to comply with Section 16(b) of the Securities Exchange Act of 1934, the Internal
Revenue Code or any other applicable law or regulation. The grant of an option, restricted stock or award pursuant to the Plan shall not limit in any
way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to
merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.



SECTION 13.
 INVESTMENT
PURPOSE



No shares of Option Stock shall
be issued pursuant to the Plan unless and until there has been compliance, in the opinion of Company’s counsel, with all applicable legal
requirements, including without limitation, those relating to securities laws and stock exchange listing requirements. As a condition to the issuance
of Option Stock to Participant, the Administrator














may require Participant to
(a) represent that the shares of Option Stock are being acquired for investment and not resale and to make such other representations as the
Administrator shall deem necessary or appropriate to qualify the issuance of the shares as exempt from the Securities Act of 1933 and any other
applicable securities laws, and (b) represent that Participant shall not dispose of the shares of Option Stock in violation of the Securities Act of
1933 or any other applicable securities laws.



As a further condition to the
grant of any stock option or the issuance of Stock to Participant, Participant agrees to the following:



(a)  In the event the
Company advises Participant that it plans an underwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as
amended, and the underwriter(s) seek to impose restrictions under which certain shareholders may not sell or contract to sell or grant any option to
buy or otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock, Participant will not, for a period not to exceed
180 days from the prospectus, sell or contract to sell or grant an option to buy or otherwise dispose of any stock option granted to Participant
pursuant to the Plan or any of the underlying shares of Common Stock without the prior written consent of the underwriter(s) or its
representative(s).



(b)  In the event the
Company makes any public offering of its securities and determines in its sole discretion that it is necessary to reduce the number of issued but
unexercised stock purchase rights so as to comply with any state’s securities or Blue Sky law limitations with respect thereto, the Board of
Directors of the Company shall have the right (i) to accelerate the exercisability of any stock option and the date on which such option must be
exercised, provided that the Company gives Participant prior written notice of such acceleration, and (ii) to cancel any options or portions thereof
which Participant does not exercise prior to or contemporaneously with such public offering.



(c)  In the event of a
transaction (as defined in Section 12 of the Plan), Participant will comply with Rule 145 of the Securities Act of 1933 and any other restrictions
imposed under other applicable legal or accounting principles if Participant is an “affiliate” (as defined in such applicable legal and
accounting principles) at the time of the transaction, and Participant will execute any documents necessary to ensure compliance with such
rules.



The Company reserves the right to
place a legend on any stock certificate issued upon the exercise of an option or upon the grant of a restricted stock award pursuant to the Plan to
assure compliance with this Section 13.



SECTION 14.
 AMENDMENT OF THE
PLAN



The Board may from time to time,
insofar as permitted by law, suspend or discontinue the Plan or revise or amend it in any respect; provided, however, that no such revision or
amendment, except as is authorized in Section 12, shall impair the terms and conditions of any stock option or restricted stock award which is
outstanding on the date of such revision or














amendment to the material
detriment of the Participant without the consent of the Participant. Notwithstanding the foregoing, no such revision or amendment shall (i) materially
increase the number of shares subject to the Plan except as provided in Section 12 hereof, (ii) change the designation of the class of employees
eligible to receive stock options and restricted stock awards, (iii) decrease the price at which stock options may be granted, or (iv) materially
increase the benefits accruing to Participants under the Plan without the approval of the shareholders of the Company if such approval is required for
compliance with the requirements of any applicable law or regulation. Furthermore, the Plan may not, without the approval of the shareholders, be
amended in any manner that will cause incentive stock options to fail to meet the requirements of Section 422 of the Internal Revenue
Code.



SECTION 15.
 NO OBLIGATION TO EXERCISE
OPTION



The granting of a stock option
shall impose no obligation upon the Participant to exercise such option. Further, the granting of a stock option or restricted stock award hereunder
shall not impose upon the Company or any Subsidiary any obligation to retain the Participant in its employ for any period.

















INCENTIVE STOCK OPTION AGREEMENT



SURMODICS, INC.
 2003 EQUITY INCENTIVE
PLAN



THIS AGREEMENT, made effective as
of this    day of             ,     , by
and between SurModics, Inc., a Minnesota corporation (the “Company”), and
                        
(“Participant”).



W I T N E S S E T H:




WHEREAS, Participant on the date
hereof is a key employee or officer of the Company or one of its Subsidiaries; and



WHEREAS, the Company wishes to
grant an incentive stock option to Participant to purchase shares of the Company’s Common Stock pursuant to the Company’s 2003 Equity
Incentive Plan (the “Plan”); and



WHEREAS, the Administrator of the
Plan has authorized the grant of an incentive stock option to Participant and has determined that, as of the effective date of this Agreement, the fair
market value of the Company’s Common Stock is $     per share;



NOW, THEREFORE, in consideration
of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:



1.  Grant of
Option. The Company hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the
“Option”) to purchase all or portions of an aggregate of
                        
(      ) shares of Common Stock at a per share price of $         
on the terms and conditions set forth herein, and subject to adjustment pursuant to Section 12 of the Plan. This Option is intended to be an incentive
stock option within the meaning of Section 422, or any successor provision, of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations thereunder, to the extent permitted under Code Section 422(d).



2.  Duration and
Exercisability.



a.  General. The term during which this Option may be exercised shall terminate on
            ,     , except as otherwise provided in
Paragraphs 2(b) through 2(d) below. This Option shall become exercisable according to the following schedule:

















	Vesting Date
	 	 	    	Cumulative Percentage
 of Shares

	 
	    	    	    	    	    	    
	 
	    	    	    	    	    	    
	 
	    	    	    	    	    	    


 




Once the Option becomes exercisable to the extent of one
hundred percent (100%) of the aggregate number of shares specified in Paragraph 1, Participant may continue to exercise this Option under the terms and
conditions of this Agreement until the termination of the Option as provided herein. If Participant does not purchase upon an exercise of this Option
the full number of shares which Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise prior to this
Option’s termination such previously unpurchased shares in addition to those Participant is otherwise entitled to purchase.



b.  Termination
of Employment (other than Disability or Death). If Participant’s employment with the Company or any Subsidiary is terminated for any
reason other than disability or death, this Option shall completely terminate on the earlier of (i) the close of business on the three-month
anniversary date of such termination of employment, and (ii) the expiration date of this Option stated in Paragraph 2(a) above. In such period
following the termination of Participant’s employment, this Option shall be exercisable only to the extent the Option was exercisable on the
vesting date immediately preceding such termination of employment, but had not previously been exercised. To the extent this Option was not exercisable
upon such termination of employment, or if Participant does not exercise the Option within the time specified in this Paragraph 2(b), all rights of
Participant under this Option shall be forfeited.



c.  Disability. If Participant’s employment terminates because of disability (as defined in Code Section
22(e), or any successor provision), this Option shall terminate on the earlier of (i) the close of business on the twelve-month anniversary date of
such termination of employment, and (ii) the expiration date of this Option stated in Paragraph 2(a) above. In such period following the termination of
Participant’s employment, this Option shall be exercisable only to the extent the Option was exercisable on the vesting date immediately preceding
such termination of employment, but had not previously been exercised. To the extent this Option was not exercisable upon such termination of
employment, or if Participant does not exercise the Option within the time specified in this Paragraph 2(c), all rights of Participant under this
Option shall be forfeited.



d.  Death. In the event of Participant’s death, this Option shall terminate on the earlier of (i) the close
of business on the twelve-month anniversary date of the date of Participant’s death, and (ii) the expiration date of this Option stated in
Paragraph 2(a) above. In such period following Participant’s death, this Option shall be exercisable by the person or persons to whom
Participant’s rights under this Option shall have passed by Participant’s will or by the laws of descent and distribution only to the extent
the Option was exercisable on the vesting date immediately preceding the date of Participant’s death, but had not previously been exercised. To
the extent this Option was not exercisable upon the date of Participant’s death, or if such person or














persons do not exercise this
Option within the time specified in this Paragraph 2(d), all rights under this Option shall be forfeited.



3.  Manner of
Exercise.



a.  General. The Option may be exercised only by Participant (or other proper party in the event of death or
incapacity), subject to the conditions of the Plan and subject to such other administrative rules as the Administrator may deem advisable, by
delivering within the Option Period written notice of exercise to the Company at its principal office. The notice shall state the number of shares as
to which the Option is being exercised and shall be accompanied by payment in full of the Option price for all shares designated in the notice. The
exercise of the Option shall be deemed effective upon receipt of such notice by the Company and upon payment that complies with the terms of the Plan
and this Agreement. The Option may be exercised with respect to any number or all of the shares as to which it can then be exercised and, if partially
exercised, may be so exercised as to the unexercised shares any number of times during the Option period as provided herein.



b.  Form of
Payment. Subject to approval by the Administrator, payment of the option price by Participant shall be in the form of cash, personal
check, certified check or previously acquired shares of Common Stock of the Company, or any combination thereof. Any stock so tendered as part of such
payment shall be valued at its Fair Market Value as provided in the Plan. For purposes of this Agreement, “previously acquired shares of Common
Stock” shall include shares of Common Stock that are already owned by Participant at the time of exercise.



c.  Stock
Transfer Records. As soon as practicable after the effective exercise of all or any part of the Option, Participant shall be recorded on
the stock transfer books of the Company as the owner of the shares purchased, and the Company shall deliver to Participant one or more duly issued
stock certificates evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the
Company.



4.  Miscellaneous.



a.  Employment;
Rights as Shareholder. This Agreement shall not confer on Participant any right with respect to continuance of employment by the Company
or any of its Subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment. Participant shall have no
rights as a shareholder with respect to shares subject to this Option until such shares have been issued to Participant upon exercise of this Option.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for
which the record date is prior to the date such shares are issued, except as provided in Section 12 of the Plan.



b.  Securities
Law Compliance. The exercise of all or any parts of this Option shall only be effective at such time as counsel to the Company shall have
determined that the issuance and delivery of Common Stock pursuant to such exercise will not violate any state or federal securities or other laws.
Participant may be required by the Company, as a condition of the effectiveness of any exercise of this Option, to agree in writing that all Common
Stock














to be acquired pursuant to
such exercise shall be held, until such time that such Common Stock is registered and freely tradable under applicable state and federal securities
laws, for Participant’s own account without a view to any further distribution thereof, that the certificates for such shares shall bear an
appropriate legend to that effect and that such shares will be not transferred or disposed of except in compliance with applicable state and federal
securities laws.



c.  Mergers,
Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the
Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in
Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution”
rights under the Option with respect to such events, but shall not have “preemptive” rights).



d.  Shares
Reserved. The Company shall at all times during the option period reserve and keep available such number of shares as will be sufficient
to satisfy the requirements of this Agreement.



e.  Withholding
Taxes on Disqualifying Disposition. In the event of a disqualifying disposition of the shares acquired through the exercise of this
Option, Participant hereby agrees to inform the Company of such disposition. Upon notice of a disqualifying disposition, the Company may take such
action as it deems appropriate to insure that, if necessary to comply with all applicable federal or state income tax laws or regulations, all
applicable federal and state payroll, income or other taxes are withheld from any amounts payable by the Company to Participant. If the Company is
unable to withhold such federal and state taxes, for whatever reason, Participant hereby agrees to pay to the Company an amount equal to the amount the
Company would otherwise be required to withhold under federal or state law. Participant may, subject to the approval and discretion of the
Administrator or such administrative rules it may deem advisable, elect to have all or a portion of such tax withholding obligations satisfied by
delivering shares of the Company’s Common Stock having a fair market value equal to such obligations. Such election shall be approved by the
Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b-3, or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities Exchange Act of 1934, if applicable.



f.  Nontransferability. During the lifetime of Participant, the accrued Option shall be exercisable only by
Participant or by the Participant’s guardian or other legal representative, and shall not be assignable or transferable by Participant, in whole
or in part, other than by will or by the laws of descent and distribution.



g.  2003 Equity
Incentive Plan. The Option evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the
Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Option and, in the event of any
questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as
the Plan otherwise provides.














h. Lockup Period
Limitation.  Participant agrees that in the event the Company advises Participant that it plans an underwritten public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions under which certain
shareholders may not sell or contract to sell or grant any option to buy or otherwise dispose of part or all of their stock purchase rights of the
underlying Common Stock, Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will not sell or contract
to sell or grant an option to buy or otherwise dispose of this option or any of the underlying shares of Common Stock without the prior written consent
of the underwriter(s) or its representative(s).



i.  Blue Sky
Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce the number of issued but unexercised stock purchase rights so as to
comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of the Company shall have the right (i) to
accelerate the exercisability of this Option and the date on which this Option must be exercised, provided that the Company gives Participant 15
days’ prior written notice of such acceleration, and (ii) to cancel any portion of this Option or any other option granted to Participant pursuant
to the Plan which is not exercised prior to or contemporaneously with such public offering. Notice shall be deemed given when delivered personally or
when deposited in the United States mail, first class postage prepaid and addressed to Participant at the address of Participant on file with the
Company.



j.  Accounting
Compliance. Participant agrees that, if a merger, reorganization, liquidation or other “transaction” as defined in Section 12 of
the Plan is treated as a “pooling of interests” under generally accepted accounting principles and Participant is an “affiliate” of
the Company or any Subsidiary (as defined in applicable legal and accounting principles) at the time of such transaction, Participant will comply with
all requirements of Rule 145 of the Securities Act of 1933, as amended, and the requirements of such other legal or accounting principles, and will
execute any documents necessary to ensure such compliance.



k.  Stock
Legend. The Administrator may require that the certificates for any shares of Common Stock purchased by Participant (or, in the case of
death, Participant’s successors) shall bear an appropriate legend to reflect the restrictions of Paragraph 4(b) and Paragraphs 4(h) through 4(k)
of this Agreement.



l.  Scope of
Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and Participant and any
successor or successors of Participant permitted by Paragraph 2 or Paragraph 4(f) above.



m.  Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the
making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to
arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding
arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an














attorney who has practiced
securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the
chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of
this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of
this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may
be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief
that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may award
to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees,
travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration
proceedings shall be Hennepin County, Minnesota.



IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed on the day and year first above written.



SURMODICS,
INC.



By:
    Its:
Participant

















NONQUALIFIED STOCK OPTION AGREEMENT



SURMODICS, INC.
 2003 EQUITY INCENTIVE
PLAN



THIS AGREEMENT, made effective as
of this    day of             ,     , by
and between SurModics, Inc., a Minnesota corporation (the “Company”), and (“Participant”).



W I T N E S S E T H:




WHEREAS, Participant on the date
hereof is a key employee, officer, director of or consultant or advisor to the Company or one of its Subsidiaries; and



WHEREAS, the Company wishes to
grant a nonqualified stock option to Participant to purchase shares of the Company’s Common Stock pursuant to the Company’s 2003 Equity
Incentive Plan (the “Plan”); and



WHEREAS, the Administrator has
authorized the grant of a nonqualified stock option to Participant and has determined that, as of the effective date of this Agreement, the fair market
value of the Company’s Common Stock is $     per share;



NOW, THEREFORE, in consideration
of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:



1.  Grant of
Option. The Company hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the
“Option”) to purchase all or portions of an aggregate of
                        
(        ) shares of Common Stock at a per share price of $      
on the terms and conditions set forth herein, and subject to adjustment pursuant to Section 12 of the Plan. This Option is a nonqualified stock option
and will not be treated as an incentive stock option, as defined under Section 422, or any successor provision, of the Internal Revenue Code of 1986,
as amended (the “Code”), and the regulations thereunder.



2.  Duration and
Exercisability.



a.  General. The term during which this Option may be exercised shall terminate on , , except as otherwise
provided in Paragraphs 2(b) through 2(d) below. This Option shall become exercisable according to the following schedule:

















	Vesting Date
	 	 	    	Cumulative Percentage
 of Shares

	 
	    	    	    	    	    	    
	 
	    	    	    	    	    	    
	 
	    	    	    	    	    	    


 




Once the Option becomes fully exercisable, Participant may
continue to exercise this Option under the terms and conditions of this Agreement until the termination of the Option as provided herein. If
Participant does not purchase upon an exercise of this Option the full number of shares which Participant is then entitled to purchase, Participant may
purchase upon any subsequent exercise prior to this Option’s termination such previously unpurchased shares in addition to those Participant is
otherwise entitled to purchase.



b.  Termination
of Relationship (other than Disability or Death). If Participant ceases to be [an employee] [a consultant] [a nonemployee director]
of the Company or any Subsidiary for any reason other than disability or death, this Option shall completely terminate on the earlier of (i) the close
of business on the three-month anniversary of the date of termination of Participant’s relationship, and (ii) the expiration date of this Option
stated in Paragraph 2(a) above. In such period following such termination of Participant’s relationship, this Option shall be exercisable only to
the extent the Option was exercisable on the vesting date immediately preceding the date on which Participant’s relationship with the Company or
Subsidiary has terminated, but had not previously been exercised. To the extent this Option was not exercisable upon the termination of such
relationship, or if Participant does not exercise the Option within the time specified in this Paragraph 2(b), all rights of Participant under this
Option shall be forfeited.



c.  Disability. If Participant ceases to be [an employee] [a consultant] [a nonemployee director] of the
Company or any Subsidiary because of disability (as defined in Code Section 22(e), or any successor provision), this Option shall completely terminate
on the earlier of (i) the close of business on the twelve-month anniversary of the date of termination of Participant’s relationship, and (ii) the
expiration date of this Option stated in Paragraph 2(a) above. In such period following such termination of Participant’s relationship, this
Option shall be exercisable only to the extent the Option was exercisable on the vesting date immediately preceding the date on which
Participant’s relationship with the Company or Subsidiary has terminated, but had not previously been exercised. To the extent this Option was not
exercisable upon the termination of such relationship, or if Participant does not exercise the Option within the time specified in this Paragraph 2(c),
all rights of Participant under this Option shall be forfeited.



d.  Death. In the event of Participant’s death, this Option shall terminate on the earlier of (i) the close
of business on the twelve-month anniversary of the date of Participant’s death, and (ii) the expiration date of this Option stated in Paragraph
2(a) above. In














such period following
Participant’s death, this Option may be exercised by the person or persons to whom Participant’s rights under this Option shall have passed
by Participant’s will or by the laws of descent and distribution only to the extent the Option was exercisable on the vesting date immediately
preceding the date of Participant’s death, but had not previously been exercised. To the extent this Option was not exercisable upon the date of
Participant’s death, or if such person or persons fail to exercise this Option within the time specified in this Paragraph 2(d), all rights under
this Option shall be forfeited.



3.  Manner of
Exercise.



a.  General. The Option may be exercised only by Participant (or other proper party in the event of death or
incapacity), subject to the conditions of the Plan and subject to such other administrative rules as the Administrator may deem advisable, by
delivering within the option period written notice of exercise to the Company at its principal office. The notice shall state the number of shares as
to which the Option is being exercised and shall be accompanied by payment in full of the option price for all shares designated in the notice. The
exercise of the Option shall be deemed effective upon receipt of such notice by the Company and upon payment that complies with the terms of the Plan
and this Agreement. The Option may be exercised with respect to any number or all of the shares as to which it can then be so exercised and, if
partially exercised, may be so exercised as to the unexercised shares any number of times during the option period as provided herein.



b.  Form of
Payment. Subject to the approval of the Administrator, payment of the option price by Participant shall be in the form of cash, personal
check, certified check or previously acquired shares of Common Stock of the Company, or any combination thereof. Any stock so tendered as part of such
payment shall be valued at its Fair Market Value as provided in the Plan. For purposes of this Agreement, “previously acquired shares of Common
Stock” shall include shares of Common Stock that are already owned by Participant at the time of exercise.



c.  Stock
Transfer Records. As soon as practicable after the effective exercise of all or any part of the Option, Participant shall be recorded on
the stock transfer books of the Company as the owner of the shares purchased, and the Company shall deliver to Participant one or more duly issued
stock certificates evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the
Company.



4.  Miscellaneous.



a.  Rights as
Shareholder. This Agreement shall not confer on Participant any right with respect to the continuance of any relationship with the Company
or any of its Subsidiaries, nor will it interfere in any way with the right of the Company to terminate any such relationship. Participant shall have
no rights as a shareholder with respect to shares subject to this Option until such shares have been issued to Participant upon exercise of this
Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such shares are issued, except as provided in Section 12 of the Plan.














b.  Securities
Law Compliance. The exercise of all or any parts of this Option shall only be effective at such time as counsel to the Company shall have
determined that the issuance and delivery of Common Stock pursuant to such exercise will not violate any state or federal securities or other laws.
Participant may be required by the Company, as a condition of the effectiveness of any exercise of this Option, to agree in writing that all Common
Stock to be acquired pursuant to such exercise shall be held, until such time that such Common Stock is registered and freely tradable under applicable
state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, that the certificates for
such shares shall bear an appropriate legend to that effect and that such shares will be not transferred or disposed of except in compliance with
applicable state and federal securities laws.



c.  Mergers,
Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the
Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in
Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution”
rights under the Option with respect to such events, but shall not have “preemptive” rights).



d.  Shares
Reserved. The Company shall at all times during the option period reserve and keep available such number of shares as will be sufficient
to satisfy the requirements of this Agreement.



e.  Withholding
Taxes. In order to permit the Company to comply with all applicable federal or state income tax laws or regulations, the Company may take
such action as it deems appropriate to insure that, if necessary, all applicable federal or state payroll, income or other taxes are withheld from any
amounts payable by the Company to Participant. If the Company is unable to withhold such federal and state taxes, for whatever reason, Participant
hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal or state
law.



Subject to such rules as the
Administrator may adopt, the Administrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in
part (i) by delivering shares of Common Stock of having an equivalent fair market value, or (ii) by electing to have the Company withhold shares of
Common Stock otherwise issuable to Participant having a fair market value equal to the minimum amount required to be withheld for tax purposes.
Participant’s election to have shares withheld for purposes of such withholding tax obligations shall be made on or before the date that triggers
such obligations or, if later, the date that the amount of tax to be withheld is determined under applicable tax law. Participant’s election shall
be approved by the Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b-3 or any
successor provision, as then in effect, of the General Rules and Regulations under the Securities and Exchange Act of 1934, if
applicable.



f.  Nontransferability. During the lifetime of Participant, the accrued Option shall be exercisable only by
Participant or by the Participant’s guardian or other legal














representative, and shall not
be assignable or transferable by Participant, in whole or in part, other than by will or by the laws of descent and distribution.



g.  2003 Equity
Incentive Plan. The Option evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the
Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Option and, in the event of any
questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as
the Plan otherwise provides.



h.  Lockup Period
Limitation. Participant agrees that in the event the Company advises Participant that it plans an underwritten public offering of its
Common Stock in compliance with the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions under which certain
shareholders may not sell or contract to sell or grant any option to buy or otherwise dispose of part or all of their stock purchase rights of the
underlying Common Stock, Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will not sell or contract
to sell or grant an option to buy or otherwise dispose of this option or any of the underlying shares of Common Stock without the prior written consent
of the underwriter(s) or its representative(s).



i.  Blue Sky
Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce the number of issued but unexercised stock purchase rights so as to
comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of the Company shall have the right (i) to
accelerate the exercisability of this Option and the date on which this Option must be exercised, provided that the Company gives Participant 15
days’ prior written notice of such acceleration, and (ii) to cancel any portion of this Option or any other option granted to Participant pursuant
to the Plan which is not exercised prior to or contemporaneously with such public offering. Notice shall be deemed given when delivered personally or
when deposited in the United States mail, first class postage prepaid and addressed to Participant at the address of Participant on file with the
Company.



j.  Accounting
Compliance. Participant agrees that, if a merger, reorganization, liquidation or other “transaction” as defined in Section 12 of
the Plan is treated as a “pooling of interests” under generally accepted accounting principles and Participant is an “affiliate” of
the Company or any Subsidiary (as defined in applicable legal and accounting principles) at the time of such transaction, Participant will comply with
all requirements of Rule 145 of the Securities Act of 1933, as amended, and the requirements of such other legal or accounting principles, and will
execute any documents necessary to ensure such compliance.



k.  Stock
Legend. The Administrator may require that the certificates for any shares of Common Stock purchased by Participant (or, in the case of
death, Participant’s successors) shall bear an appropriate legend to reflect the restrictions of Paragraph 4(b) and Paragraphs 4(h) through 4(k)
of this Agreement.














l.  Scope of
Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and Participant and any
successor or successors of Participant permitted by Paragraph 2 or Paragraph 4(f) above.



m. Arbitration. Any
dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the
inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has
practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request
that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the
provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the
provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved
discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award
any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The
arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees,
administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of
any arbitration proceedings shall be Hennepin County, Minnesota.



IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed on the day and year first above written.



SURMODICS,
INC.



By:
    Its:
Participant

















RESTRICTED STOCK AGREEMENT



SURMODICS, INC.
 2003 EQUITY INCENTIVE
PLAN



THIS AGREEMENT is made effective
as of this    day of             ,     ,
by and between SurModics, Inc., a Minnesota corporation (the “Company”), and (the “Participant”).



W I T N E S S E T H:




WHEREAS, the Participant is, on
the date hereof, a key employee, officer, director of or a consultant or advisor to of the Company or of a subsidiary of the Company;
and



WHEREAS, the Company wishes to
grant a restricted stock award to the Participant for shares of the Company’s Common Stock pursuant to the Company’s 2003 Equity Incentive
Plan (the “Plan”); and



WHEREAS, the Administrator of the
Plan has authorized the grant of a restricted stock award to the Participant;



NOW, THEREFORE, in consideration
of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:



1.  Grant of
Restricted Stock Award. The Company hereby grants to the Participant on the date set forth above a restricted stock award (the
“Award”) for
                        
(      ) shares of Common Stock on the terms and conditions set forth herein, which shares are subject to
adjustment pursuant to Section 12 of the Plan. The Company shall cause to be issued one or more stock certificates representing such shares of Common
Stock in the Participant’s name, and shall hold each such certificate until such time as the risk of forfeiture and other transfer restrictions
set forth in this Agreement have lapsed with respect to the shares represented by the certificate. The Company may also place a legend on such
certificates describing the risks of forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellation of such
certificates if the shares of Common Stock are forfeited as provided in Section 2 below. Until such risks of forfeiture have lapsed or the shares
subject to this Award have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the shares represented by such stock
certificates and shall receive all dividends attributable to such shares, but the Participant shall not have any other rights as a shareholder with
respect to such shares.



2.  Vesting of
Restricted Stock. The shares of Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the
following vesting schedule:

















	Vesting Date
	 	 	    	Cumulative Percentage
 of Shares

	 
	    	    	    	    	    	    
	 
	    	    	    	    	    	    
	 
	    	    	    	    	    	    


 




If the Participant’s employment with the Company (or a
subsidiary of the Company) ceases at any time prior to a Vesting Date for any reason, including the Participant’s voluntary resignation or
retirement, the Participant shall immediately forfeit all shares of Stock subject to this Award which have not yet vested and for which the risks of
forfeiture have not lapsed.



3.  General
Provisions.



a.  Employment. This Agreement shall not confer on the Participant any right with respect to continuance of
employment or other relationship by the Company, nor will it interfere in any way with the right of the Company to terminate such employment or
relationship.



b.  Securities
Law Compliance. The Participant shall not transfer or otherwise dispose of the shares of Stock received pursuant to this Award until such
time as counsel to the Company shall have determined that such transfer or other disposition will not violate any state or federal securities or other
laws. The Participant may be required by the Company, as a condition of the effectiveness of this Award, to agree in writing that all Stock subject to
this Award shall be held, until such time that such Stock is registered and freely tradable under applicable state and federal securities laws, for the
Participant’s own account without a view to any further distribution thereof, that the certificates for such shares shall bear an appropriate
legend to that effect, and that such shares will be not transferred or disposed of except in compliance with applicable state and federal securities
laws.



c.  Mergers,
Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the
shares of Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend, or otherwise) shall result in an adjustment, reduction, or enlargement, as appropriate, in the number of
shares subject to this Award. Any additional shares that are credited pursuant to such adjustment shall be subject to the same restrictions as are
applicable to the shares with respect to which the adjustment relates.



d.  Shares
Reserved. The Company shall at all times during the term of this Award reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.



e.  Withholding
Taxes. In order to permit the Company to comply with all applicable federal or state income tax laws or regulations, the Company may take
such action as














it deems appropriate to
insure that, if necessary, all applicable federal or state payroll, income or other taxes are withheld from any amounts payable by the Company to the
Participant. If the Company is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to the
Company an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior to the transfer of any
certificates for the shares of Stock subject to this Award. The Participant may, subject to the approval and discretion of the Administrator, or such
other administrative rules it may deem advisable, elect to have all or a portion of such tax withholding obligations satisfied by delivering shares of
the Company’s Common Stock having a fair market value, as of the date the amount of tax to be withheld is determined under applicable tax law,
equal to such obligations.



f.  Scope of
Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and of the Participant and any
successor or successors of the Participant.



g.  Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the
making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to
arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding
arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on
an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator.
Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration
Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of
documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute.
The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive
or exemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs
and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees.
Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.



h.  2003 Equity
Incentive Plan. The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to the
Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the
Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Award and, in the event of any
questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as
the Plan otherwise provides.



ACCORDINGLY, the parties hereto
have caused this Agreement to be executed on the day and year first above written.



SURMODICS,
INC.



By:
    Its:
Participant