0000950137-08-000782 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

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

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INCENTIVE STOCK OPTION AGREEMENT CARDIOVASCULAR SYSTEMS, INC.
Incentive Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

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

PERFORMANCE UNIT AWARD (CASH SETTLED) CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Performance Unit Award • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this ___ day of , 20___, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

AMENDMENT NO. 2 TO INVESTOR’S RIGHTS AGREEMENT
S Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AMENDMENT NO. 2 TO INVESTOR’S RIGHTS AGREEMENT is entered into effective this 19th day of September, 2007 (this “Amendment No. 2”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”) , the Series A-1 Convertible Preferred Stockholders listed on Exhibit A hereto (“Series A-1 Investors”), and the Investors signatory hereto.

PERFORMANCE SHARE AWARD CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Performance Share Award • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this ___ day of , 20___, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

This Amendment to Employment Agreement (hereafter “Amendment”) is made by and between Cardiovascular Systems, Inc. (hereafter “CSI”), and Michael J. Kallok, Ph.D. (hereafter “Kallok”).

FIRST AMENDMENT TO LEASE
Lease • January 22nd, 2008 • Cardiovascular Systems Inc

This First Amendment to Lease is made this 20th day of February, 2007, by and between Industrial Equities Group LLC (“Landlord”) and Cardiovascular Systems, Inc. (“Tenant”).

STOCK APPRECIATION RIGHTS AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Stock Appreciation Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this ___day of , 20,___, by and between Cardiovascular Systems, Inc. a Minnesota corporation (the “Company”), and (“Participant”).

RESTRICTED STOCK AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Restricted Stock Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

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

SECOND AMENDMENT TO LEASE
Lease • January 22nd, 2008 • Cardiovascular Systems Inc

This Second Amendment to Lease is made this 9th day of March, 2007, by and between Industrial Equities Group LLC (“Landlord”) and Cardiovascular Systems, Inc. (“Tenant”).

NONQUALIFIED STOCK OPTION AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2003 STOCK OPTION PLAN
Nonqualified Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , 200 , by and between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and (“Optionee”).

THIRD AMENDMENT TO LEASE
Lease • January 22nd, 2008 • Cardiovascular Systems Inc

This Third Amendment to Lease is made this 26th day of September, 2007, by and between Industrial Equities Group LLC (“Landlord”) and Cardiovascular Systems, Inc. (“Tenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • Minnesota

This Employment Agreement (“Agreement”) is entered into effective as of the 19th day of December 2006 by and between Cardiovascular Systems, Inc., a Minnesota corporation, (“CSI”), and David L. Martin (“Executive”).

CARDIOVASCULAR SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made as of the _____ day of _________, ___, by and between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and _______________ (the “Optionee”);

CARDIOVASCULAR SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , 200 , by and between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and (“Optionee”).

AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT
Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT is entered into effective this 3rd day of October, 2006 (this “Amendment No. 1”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”) , ITX International Equity Corp., a Delaware corporation (“ITX”), and the Investors signatory hereto.

LEASE
Cardiovascular Systems Inc • January 22nd, 2008
CARDIOVASCULAR SYSTEMS, INC. INVESTOR’S RIGHTS AGREEMENT July 19, 2006
Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • New York

THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 19th day of July, 2006, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an (“Investor”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a (“Stockholder”).

RESTRICTED STOCK UNIT AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , 20 , by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • Minnesota
AMENDMENT NO. 3 TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AMENDMENT NO. 3 TO INVESTORS’ RIGHTS AGREEMENT is entered into effective this 17th day of December, 2007 (this “Amendment No. 3”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”) , the Series B Convertible Preferred Stockholders listed on Exhibit A hereto (“Series B Investors”), and the Investors signatory hereto.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • Minnesota

This Amended and Restated Employment Agreement (“Agreement”) is entered into effective as of the 31 day of May 2003 by and between Cardiovascular Systems, Inc., a Minnesota corporation, (“CSI”), and Michael J. Kallok, Ph.D. (“Kallok”).

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