CARDIOVASCULAR SYSTEMS, INC.d18rn0p25nwr6d.cloudfront.net/CIK-0001180145/8dbece9d-1706-45… ·...

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 _____________________________________________________

FORM 10-Q _____________________________________________________

(Mark One)☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

or☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No. 000-52082 ____________________________________________________

CARDIOVASCULAR SYSTEMS, INC.(Exact name of registrant as specified in its charter)

____________________________________________________Delaware 41-1698056

(State or other jurisdiction of (IRS Employerincorporation or organization) Identification No.)

1225 Old Highway 8 NorthwestSt. Paul, Minnesota 55112-6416

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (651) 259-1600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, One-tenth of One Cent ($0.001) ParValue Per Share CSII The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer x Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of May 1, 2020 was: 35,274,437 shares.

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Cardiovascular Systems, Inc.Table of Contents

PAGEPART I. FINANCIAL INFORMATIONITEM 1. Consolidated Financial Statements (unaudited) 2

Consolidated Balance Sheets 2Consolidated Statements of Operations 3Consolidated Statements of Comprehensive Income 4Consolidated Statements of Changes in Stockholders’ Equity 5Consolidated Statements of Cash Flows 7

Notes to Consolidated Financial Statements 8ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 26ITEM 4. Controls and Procedures 26PART II. OTHER INFORMATIONITEM 1. Legal Proceedings 27ITEM 1A. Risk Factors 27ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 27ITEM 3. Defaults Upon Senior Securities 28ITEM 4. Mine Safety Disclosures 28ITEM 5. Other Information 28ITEM 6. Exhibits 28Signatures 30

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PART I. — FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Cardiovascular Systems, Inc.Consolidated Balance Sheets

(Dollars in thousands, except per share and share amounts)(Unaudited)

March 31,

2020June 30,

2019

ASSETSCurrent assets

Cash and cash equivalents $ 69,572 $ 74,237 Marketable securities 37,688 48,435 Accounts receivable, net 30,864 36,015 Inventories 24,069 18,058 Prepaid expenses and other current assets 2,243 3,330

Total current assets 164,436 180,075 Property and equipment, net 27,692 27,324 Intangible assets, net 20,256 5,105 Other assets 7,694 6,073

Total assets $ 220,078 $ 218,577

LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities

Accounts payable $ 13,235 $ 11,194 Accrued expenses 35,064 29,387 Deferred revenue 1,757 1,764

Total current liabilities 50,056 42,345 Long-term liabilities

Financing obligation 20,868 20,972 Deferred revenue 5,258 6,541 Other liabilities 720 775

Total liabilities 76,902 70,633 Commitments and contingencies (see Note 10)

Common stock, $0.001 par value; authorized 100,000,000 common shares; issued and outstanding 35,274,479 atMarch 31, 2020 and 34,934,569 at June 30, 2019, respectively 34 34 Additional paid in capital 491,053 477,368 Accumulated other comprehensive (loss) income (59) 78 Accumulated deficit (347,852) (329,536)

Total stockholders’ equity 143,176 147,944 Total liabilities and stockholders’ equity $ 220,078 $ 218,577

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cardiovascular Systems, Inc.Consolidated Statements of Operations

(Dollars in thousands, except per share and share amounts)(Unaudited)

Three Months Ended Nine Months EndedMarch 31, March 31,

2020 2019 2020 2019

Net revenues $ 61,175 $ 63,311 $ 193,999 $ 179,783 Cost of goods sold 12,225 12,166 38,615 34,218

Gross profit 48,950 51,145 155,384 145,565 Expenses:

Selling, general and administrative 41,384 41,356 135,003 123,705 Research and development 9,964 9,155 31,515 23,702 Amortization of intangible assets 337 127 908 235

Total expenses 51,685 50,638 167,426 147,642 (Loss) income from operations (2,735) 507 (12,042) (2,077)

Other (income) expense, net:Interest expense 501 420 1,473 1,266 Interest income and other, net (394) (671) (1,574) (1,771)

Total other (income) expense, net 107 (251) (101) (505) (Loss) income before income taxes (2,842) 758 (11,941) (1,572) Provision for income taxes 47 86 129 152

Net (loss) income $ (2,889) $ 672 $ (12,070) $ (1,724)

Basic earnings per share $ (0.08) $ 0.02 $ (0.35) $ (0.05) Diluted earnings per share $ (0.08) $ 0.02 $ (0.35) $ (0.05)

Basic weighted average shares outstanding 34,149,561 33,600,148 34,029,296 33,510,368 Diluted weighted average shares outstanding 34,149,561 34,241,432 34,029,296 33,510,368


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Cardiovascular Systems, Inc.Consolidated Statements of Comprehensive Income

(Dollars in thousands)(Unaudited)


2020 2019 2020 2019

Net (loss) income $ (2,889) $ 672 $ (12,070) $ (1,724) Other comprehensive (loss) income:

Unrealized loss on available-for-sale debt securities (152) — (137) —

Comprehensive (loss) income $ (3,041) $ 672 $ (12,207) $ (1,724)


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Cardiovascular Systems, Inc.Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands, except per share amounts)(Unaudited)

Common Stock

Additional Paid In Capital

Accumulated OtherComprehensiveIncome (Loss)

Accumulated Deficit Total

Balances at June 30, 2019 $ 34 $ 477,368 $ 78 $ (329,536) $ 147,944 Stock-based compensation related to restricted stock awards, net — 3,804 — — 3,804 Shares withheld for payroll taxes — — — (5,506) (5,506) Employee stock purchase plan activity — 242 — — 242 Unrealized gain on available-for-sale debt securities — — 24 — 24 Stock issued for acquisitions — 1,346 — — 1,346 Net loss — — — (5,780) (5,780) Balances at September 30, 2019 34 482,760 102 (340,822) 142,074 Stock-based compensation related to restricted stock awards, net — 3,091 — — 3,091 Shares withheld for payroll taxes — — — (379) (379) Employee stock purchase plan activity — 1,929 — — 1,929 Unrealized loss on available-for-sale debt securities — — (9) — (9) Net loss — — — (3,401) (3,401) Balances at December 31, 2019 34 487,780 93 (344,602) 143,305 Stock-based compensation related to restricted stock awards, net — 2,934 — — 2,934 Shares withheld for payroll taxes — — — (361) (361) Employee stock purchase plan activity — 339 — — 339 Unrealized loss on available-for-sale debt securities — — (152) — (152) Net loss — — — (2,889) (2,889) Balances at March 31, 2020 $ 34 $ 491,053 $ (59) $ (347,852) $ 143,176


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Cardiovascular Systems, Inc.Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands, except per share amounts)(Unaudited)

Common Stock

Additional Paid In Capital

Accumulated Other

Comprehensive Income

Accumulated Deficit Total

Balances at June 30, 2018 $ 33 $ 461,927 $ 101 $ (327,591) $ 134,470 Impact from adoption of ASU 2016-01 (See Note 7) — — (101) 101 — Stock-based compensation related to restricted stock awards, net — 3,132 — — 3,132 Shares withheld for payroll taxes — — — (1,058) (1,058) Employee stock purchase plan activity — 252 — — 252 Exercise of stock options at $8.75 per share — 71 — — 71 Net loss — — — (2,888) (2,888) Balances at September 30, 2018 33 465,382 — (331,436) 133,979 Stock-based compensation related to restricted stock awards, net 1 2,471 — — 2,472 Shares withheld for payroll taxes — — — (319) (319) Employee stock purchase plan activity — 1,849 — — 1,849 Exercise of stock options at $8.75 per share — 125 — — 125 Net income — — — 492 492 Balances at December 31, 2018 34 469,827 — (331,263) 138,598 Stock-based compensation related to restricted stock awards, net — 2,380 — — 2,380 Shares withheld for payroll taxes — — — (331) (331) Employee stock purchase plan activity — 294 — — 294 Net income — — — 672 672 Balances at March 31, 2019 $ 34 $ 472,501 $ — $ (330,922) $ 141,613


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Cardiovascular Systems, Inc.Consolidated Statements of Cash Flows

(Dollars in thousands)(Unaudited)

Nine Months EndedMarch 31,

2020 2019

Cash flows from operating activitiesNet loss $ (12,070) $ (1,724) Adjustments to reconcile net loss to net cash from operating activities

Depreciation of property and equipment 2,244 2,382 Amortization of intangible assets 908 235 Write-off of patent costs 917 500 Provision for doubtful accounts 600 125 Stock-based compensation 10,469 8,600 Accretion of discount on marketable securities (145) —

Changes in assets and liabilitiesAccounts receivable 4,551 (3,870) Inventories (6,011) (2,699) Prepaid expenses and other assets 1,310 647 Accounts payable 1,995 1,915 Accrued expenses and other liabilities (4,902) 144 Deferred revenue (1,290) (1,347)

Net cash (used in) provided by operating activities (1,424) 4,908 Cash flows from investing activitiesPurchases of property and equipment (2,138) (2,286) Acquisitions (5,741) — Purchase of investments (750) (3,055) Purchases of marketable securities (17,968) — Sales of marketable securities 4,890 97 Maturities of marketable securities 23,800 — Costs incurred in connection with patents (717) (665)

Net cash provided by (used in) investing activities 1,376 (5,909) Cash flows from financing activitiesProceeds from employee stock purchase plan 1,687 1,551 Payments of employee taxes related to vested restricted stock (6,246) (1,708) Exercise of stock options — 196 Principal payments made on financing obligation (58) (18)

Net cash (used in) provided by financing activities (4,617) 21 Net change in cash and cash equivalents (4,665) (980) Cash and cash equivalentsBeginning of period 74,237 116,260 End of period $ 69,572 $ 115,280


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CARDIOVASCULAR SYSTEMS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(For the Nine Months Ended March 31, 2020 and 2019)(Dollars in thousands, except per share and share amounts)

(Unaudited)

1. Basis of Presentation

Cardiovascular Systems, Inc. (the “Company”), based in St. Paul, Minnesota, is a medical device company focused on developing and commercializing innovativesolutions for treating vascular and coronary disease. The Company’s Orbital Atherectomy Systems (“OAS”) treat calcified and fibrotic plaque in arterial vesselsthroughout the leg and heart in a few minutes of treatment time, and address many of the limitations associated with existing surgical, catheter and pharmacologicaltreatment alternatives.

The Company prepared the unaudited interim consolidated financial statements and related unaudited financial information in the footnotes in accordance withaccounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission(“SEC”) for interim financial statements. The year-end consolidated balance sheet was derived from the Company’s audited consolidated financial statements, butdoes not include all disclosures as required by GAAP. These interim consolidated financial statements reflect all adjustments consisting of normal recurringaccruals, which, in the opinion of management, are necessary for a fair statement of the Company’s consolidated financial position, the results of its operations, itschanges in stockholders’ equity, and its cash flows for the interim periods. These interim consolidated financial statements should be read in conjunction with theconsolidated annual financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2019. Thenature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period. The Company has been impacted by the outbreak of COVID-19. The full extent to which the COVID-19pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including sales, expenses, reserves andallowances, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highlyuncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as theeconomic impact on the Company's customers and markets. The Company has made estimates of the impact of COVID-19 within these consolidated financialstatements and there may be changes to those estimates in future periods. Actual results could differ from those estimates.

2. Selected Consolidated Financial Statement Information

Accounts Receivable, Net

Accounts receivable consists of the following:March 31, June 30,

2020 2019

Accounts receivable $ 31,935 $ 36,628 Less: Allowance for doubtful accounts (1,071) (613) Accounts receivable, net $ 30,864 $ 36,015

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Inventories

Inventories consist of the following:March 31, June 30,

2020 2019

Raw materials $ 7,752 $ 5,547 Work in process 2,533 1,415 Finished goods 13,784 11,096

Inventories $ 24,069 $ 18,058

Property and Equipment, Net

Property and equipment consists of the following:March 31, June 30,

2020 2019

Land $ 572 $ 572 Building 22,420 22,420 Equipment 18,235 17,517 Furniture 3,207 2,975 Leasehold improvements 663 540 Construction in progress 2,855 1,328

47,952 45,352 Less: Accumulated depreciation (20,260) (18,028)

Property and equipment, net $ 27,692 $ 27,324

Accrued Expenses

Accrued expenses consist of the following:March 31, June 30,

2020 2019

Acquisition consideration $ 9,829 $ — Salaries and bonus 6,908 11,105 Accrued vacation 5,043 4,230 Commissions 4,689 6,829 Accrued excise, sales and other taxes 2,492 3,349 Clinical studies 2,639 2,092 Other accrued expenses 3,464 1,782

Accrued expenses $ 35,064 $ 29,387

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3. Revenue

The following table disaggregates the Company’s net revenues by product category and geography for the following periods:


Product Category 2020 2019 2020 2019

Peripheral $ 42,627 $ 45,152 $ 135,736 $ 130,620 Coronary 18,548 18,159 58,263 49,163

Total net revenues $ 61,175 $ 63,311 $ 193,999 $ 179,783

GeographyUnited States $ 58,122 $ 60,897 $ 185,611 $ 174,417 International 3,053 2,414 8,388 5,366

Total net revenues $ 61,175 $ 63,311 $ 193,999 $ 179,783

Revenue of $1,290 was recognized in the nine months ended March 31, 2020 that was deferred as of June 30, 2019. As of March 31, 2020 and June 30, 2019, theCompany had a liability of $1,929 and $1,958, respectively, related to estimates of variable consideration which are recorded within accounts payable on theconsolidated balance sheet.

4. Acquisition

On August 5, 2019, the Company acquired the WIRION Embolic Protection System and related assets from Gardia Medical Ltd. ("Gardia"), a wholly ownedIsraeli subsidiary of Allium Medical Solutions Ltd., for a total purchase price of $16,687. The device, which received CE Mark in June 2015 and FDA clearance inMarch 2018, is a distal embolic protection filter used to capture debris that can be associated with all types of peripheral vascular intervention procedures. TheCompany acquired the device to expand its portfolio of products for physicians that treat complex peripheral arterial disease.

Upon closing, the Company made an initial $5,600 cash payment, net of transaction expenses, and issued Gardia 31,493 shares of common stock of the Companyvalued at $1,346. Following the successful completion of the manufacturing transfer of the WIRION system to the Company, the Company has agreed to payGardia an additional $10,000, half of which may be paid by the Company through an additional issuance of shares of common stock. The Company has accountedfor this transaction as an asset acquisition resulting in developed technology of $15,624 and a trade name of $760, both recognized as a component of intangibleassets, net within the Company's consolidated balance sheet. The remainder of the purchase price was recognized in property and equipment.

The purchase also includes a performance milestone payment to Gardia equal to $3,000 for each $10,000 in net revenues recognized by the Company from sales ofthe WIRION system for applications above-the-knee in excess of $30,000 during the 36 month period beginning on the earlier of the first commercial sale of thesystem by the Company or six months following successful manufacturing transfer. If payment of the performance milestone becomes probable, these additionalcosts will be added to the carrying value of the acquired assets.

5. Intangible Assets

The Company’s finite-lived intangible assets are stated at cost less accumulated amortization and include developed technology and trade name assets acquired inthe asset acquisition discussed in Note 4, as well as costs incurred to obtain patents. Developed technology and trade name assets are amortized over 15 years.Patent costs are amortized beginning at the time of patent approval over a useful life not exceeding 20 years.

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The components of intangible assets, net are as follows:March 31, 2020 June 30, 2019

Gross CarryingAmount

AccumulatedAmortization Net Book Value

Gross CarryingAmount

AccumulatedAmortization Net Book Value

Developed technology $ 15,624 $ (694) $ 14,930 $ — $ — $ — Patents 5,727 (1,127) 4,600 6,093 (988) 5,105 Trade name 760 (34) 726 — — —

Total intangible assets, net $ 22,111 $ (1,855) $ 20,256 $ 6,093 $ (988) $ 5,105

Amortization expense expected for the next five years and thereafter is as follows:

Remainder of fiscal 2020 $ 336 Fiscal 2021 1,345 Fiscal 2022 1,343 Fiscal 2023 1,337 Fiscal 2024 1,333 Thereafter 14,562

$ 20,256

6. Debt

Revolving Credit Facility

In March 2017, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). In March 2020, theCompany entered into the First Amendment to the Loan Agreement (the "Amendment"). The Amendment extended the maturity date of the Loan Agreement bytwo years, to March 31, 2022, and increased the maximum amount available under the senior, secured revolving credit facility (the “Revolver”) to $50,000 (the“Maximum Dollar Amount”).

Advances under the Revolver may be made from time to time up to the Maximum Dollar Amount, subject to certain borrowing limitations. The Revolver bearsinterest at a floating per annum rate equal to the Wall Street Journal prime rate, less 0.75%. Interest on borrowings is due monthly and the principal balance is dueat maturity. Upon the Revolver’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Revolver will be due andpayable. The Company will incur a fee equal to 3% of the Maximum Dollar Amount upon termination of the Loan Agreement, as amended by the Amendment (the"Amended Loan Agreement"), or the Revolver for any reason prior to the date that is fifteen days prior to the maturity date, unless refinanced with SVB.

The Company’s obligations under the Amended Loan Agreement are secured by certain of the Company’s assets, including, among other things, accountsreceivable, deposit accounts, inventory, equipment, general intangibles and records pertaining to the foregoing. The collateral does not include the Company’sintellectual property, but the Company has agreed not to encumber its intellectual property without the consent of SVB. The Amended Loan Agreement containscustomary covenants limiting the Company’s ability to, among other things, incur debt or liens, make certain investments and loans, enter into transactions withaffiliates, undergo certain fundamental changes, dispose of assets, or change the nature of its business. In addition, the Amended Loan Agreement containsfinancial covenants requiring the Company to maintain, at all times when any amounts are outstanding under the Revolver, either (i) minimum unrestricted cash atSVB and unused availability on the Revolver of at least $10,000 or (ii) minimum trailing three-month Adjusted EBITDA of $1,000. If the Company does notcomply with the various covenants under the Amended Loan Agreement or an event of default under the Amended Loan Agreement occurs, such as a materialadverse change, the interest rate on outstanding amounts will increase by 5% and SVB may, subject to various customary cure rights and the other terms andconditions of the Amended Loan Agreement, decline to provide additional advances under the Revolver, require the immediate payment of all amounts outstandingunder the Revolver, and foreclose on all collateral.

The Company is required to pay a fee equal to 0.15% per annum on the unused portion of the Revolver, payable quarterly in arrears. The Company is not obligatedto draw any funds under the Revolver and has not done so under the Revolver since entering into the Loan Agreement. No amounts are outstanding as of March 31,2020.

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Financing Obligation

In March 2017, in connection with the sale of the Company’s headquarters facility in St. Paul, Minnesota (the “Facility”), the Company entered into a LeaseAgreement to lease the Facility. The Lease Agreement has an initial term of 15 years, with four consecutive renewal options of 5 years each at the Company’soption, with a base annual rent in the first year of $1,638 and annual escalations of 3% thereafter. Rent during subsequent renewal terms will be at the then fairmarket rental rate. As the lease terms resulted in a capital lease classification, the Company accounted for the sale and leaseback of the Facility as a financingtransaction where the assets remain on the Company’s balance sheet and a financing obligation was recorded for $20,944. As lease payments are made, they will beallocated between interest expense and a reduction of the financing obligation, resulting in a value of the financing obligation that is equivalent to the net bookvalue of the assets at the end of the lease term. The effective interest rate is 7.89%. At the end of the lease (including any renewal option terms), the Company willremove the assets and financing obligation from its balance sheet.

Payments under the initial term of the Lease Agreement as of March 31, 2020 are as follows:Remainder of fiscal 2020 $ 447 Fiscal 2021 1,803 Fiscal 2022 1,857 Fiscal 2023 1,913 Fiscal 2024 1,970 Thereafter 17,405

$ 25,395

7. Marketable Securities & Fair Value Measurements

The Company’s marketable securities are classified on the consolidated balance sheet as follows:

March 31, June 30,2020 2019

Short-term available-for-sale debt securities $ 20,396 $ 38,193 Long-term available-for-sale debt securities 16,993 9,832 Available-for-sale debt securities 37,389 48,025 Mutual funds 299 410

Total marketable securities $ 37,688 $ 48,435

Available-for-sale debt securities are invested in the following financial instruments:

As of March 31, 2020Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Corporate debt 28,540 16 (44) 28,512 Asset backed securities 8,908 — (31) 8,877

Total available-for-sale debt securities $ 37,448 $ 16 $ (75) $ 37,389

As of June 30, 2019Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Commercial paper $ 14,277 $ — $ — $ 14,277 Corporate debt 26,466 64 — 26,530 Asset backed securities 7,204 14 — 7,218

Total available-for-sale debt securities $ 47,947 $ 78 $ — $ 48,025

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The following table provides information by level for the Company’s marketable securities that were measured at fair value on a recurring basis:Fair Value Measurements as of March 31, 2020

Using Inputs Considered asFair Value Level 1 Level 2 Level 3

Corporate debt 28,512 — 28,512 — Asset backed securities 8,877 — 8,877 — Mutual funds 299 78 221 —

Total marketable securities $ 37,688 $ 78 $ 37,610 $ —

Fair Value Measurements as of June 30, 2019Using Inputs Considered as

Fair Value Level 1 Level 2 Level 3

Commercial paper $ 14,277 $ — $ 14,277 $ — Corporate debt 26,530 — 26,530 — Asset backed securities 7,218 — 7,218 — Mutual funds 410 121 289 —

Total marketable securities $ 48,435 $ 121 $ 48,314 $ —

The Company’s marketable securities classified within Level 1 are valued using real-time quotes for transactions in active exchange markets. Marketable securitieswithin Level 2 are valued using readily available pricing sources. There were no transfers of assets between Level 1 and Level 2 of the fair value measurementhierarchy during the nine months ended March 31, 2020. Any transfers between levels would be recognized on the date of the event or when a change incircumstances causes a transfer.

Effective July 1, 2018 the Company adopted the provisions of ASU 2016-01. Unrealized gains and losses of marketable securities in equity investments, denoted asmutual funds, previously recognized in other comprehensive income, will now be recognized in net income as a component of other income.

Non-Marketable Equity Investments

The Company holds equity investments that do not have readily determined fair values. The Company has elected to measure these investments at cost minusimpairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.Impairment is reviewed each reporting period by performing a qualitative assessment considering impairment indicators to evaluate whether the investment isimpaired.

As of March 31, 2020 and June 30, 2019, the carrying value of these investments were $6,343 and $5,593, respectively. During the nine months ended March 31,2020, no impairment indicators were noted. The Company is committed to funding an additional $2,250 into one of these investments in the future. Theseinvestments are recorded within other long term assets on the consolidated balance sheet.

8. Stock-Based Compensation

On November 15, 2017, the Company’s stockholders approved the 2017 Equity Incentive Plan (the “2017 Plan”) for the purpose of granting equity awards toemployees, directors and consultants. The 2017 Plan replaced the 2014 Equity Incentive Plan (the “2014 Plan”), and no further equity awards may be granted underthe 2014 Plan (the 2017 Plan and the 2014 Plan are collectively referred to as the “Plans”). On March 12, 2020, the Company’s Board of Directors approved theAmended and Restated 2017 Equity Incentive Plan, which amends the 2017 Plan.

Equity awards classified as restricted stock and performance-based restricted stock are treated as issued shares when granted; however, these shares are notincluded in the computation of basic weighted average shares outstanding. When shares vest, unless the holder elects to pay the payroll tax liability in cash orthrough a sale of shares, the Company withholds the

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appropriate amount of shares to settle the payroll tax liability, on behalf of the individual receiving the shares, as an adjustment to accumulated deficit.

Restricted Stock

The value of each restricted stock award is equal to the fair market value of the Company’s common stock at the date of grant. Vesting of time-based restrictedstock awards ranges from one year to three years. The estimated fair value of restricted stock awards, including the effect of estimated forfeitures, is recognized ona straight-line basis over the restricted stock’s vesting period.

Restricted stock award activity for the nine months ended March 31, 2020 is as follows:

Number of Shares

Weighted Average Fair

Value

Outstanding at June 30, 2019 474,945 $ 31.36 Granted 191,382 $ 46.49 Forfeited (19,807) $ 36.15 Vested (208,658) $ 29.73 Outstanding at March 31, 2020 437,862 $ 38.34

Performance-Based Restricted Stock

The Company also grants performance-based restricted stock awards to certain executives and other management. In August 2019, the Company granted anaggregate maximum of 207,891 shares that vest based on the Company’s total shareholder return relative to total shareholder return of the Company’s peer group(a market condition), as measured by the closing prices of the stock of the Company and the peer group members for the 90 trading days preceding July 1, 2019compared to the closing prices of the stock of the Company and the peer group members for the 90 trading days preceding July 1, 2022. Vesting of these awardswill be determined on the date that the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2022 is filed.

To calculate the estimated fair value of these restricted stock awards with market conditions, the Company uses a Monte Carlo simulation, which uses the expectedaverage stock prices to estimate the expected number of shares that will vest. The Monte Carlo simulation resulted in an aggregate fair value of approximately$6,330, which the Company will recognize as expense using the straight-line method over the period that the awards are expected to vest. Stock-basedcompensation expense related to an award with a market condition will be recognized regardless of whether the market condition is satisfied, provided that therequisite service has been provided.

Performance-based restricted stock awards granted in fiscal 2018 and 2019 that are outstanding vest based on the Company’s total shareholder return relative tototal shareholder return of the Company’s peer group (a market condition), as measured by the closing prices of the stock of the Company and the peer groupmembers for the 90 trading days preceding July 1, 2017 and July 1, 2018, respectively, compared to the closing prices of the stock of the Company and the peergroup members for the 90 trading days preceding July 1, 2020 and July 1, 2021, respectively.

Performance-based restricted stock award activity for the nine months ended March 31, 2020 is as follows:

Number of Shares

Weighted Average Fair

Value

Outstanding at June 30, 2019 753,872 $ 15.20 Granted 207,891 $ 30.45 Forfeited (25,588) $ 16.28 Vested (275,193) $ 11.97 Outstanding at March 31, 2020 660,982 $ 21.69

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9. Leases

Effective July 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842 - Leases using the modified retrospective transition approachand electing the package of practical expedients. This resulted in the recognition of right-of-use assets of $441 and total operating lease liabilities of $463. Therewas no cumulative-effect adjustment recorded to retained earnings upon adoption.

The Company leases its Texas manufacturing facilities under an operating lease agreement. During the nine months ended March 31, 2020, the Company exercisedits option to extend the term of this lease agreement by one year, so that it now expires in April 2021. The Company also leases office equipment under leaseagreements that expire at various dates through April 2024.

The Company also leases its Minnesota headquarters facility as discussed in Note 6. This transaction did not qualify for sale leaseback accounting upon adoption ofASC 842 and continues to be accounted for as a financing obligation.

Operating lease right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term atcommencement dates. The Company considers fixed or variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal,termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Companyuses its incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments unless thelease provides an implicit interest rate.

Operating lease cost is classified within the consolidated statement of operations based on the nature of the leased asset. The Company's operating lease cost was$121 and $362 for the three and nine months ended March 31, 2020, respectively. Cash paid for operating lease liabilities approximated operating lease cost for thenine months ended March 31, 2020. There was $437 of operating lease right-of-use assets obtained in exchange for new lease liabilities during the nine monthsended March 31, 2020.

March 31,2020

Right-of-use assetsOther assets $ 545

Operating lease liabilitiesAccrued expenses $ 492 Other liabilities 57

Total operating lease liabilities $ 549

Future minimum lease payments under the agreements as of March 31, 2020 are as follows:Remainder of fiscal 2020 $ 127 Fiscal 2021 423 Fiscal 2022 11 Fiscal 2023 3 Fiscal 2024 2 Thereafter —

Total lease payments 566 Less imputed interest (17)

Total operating lease liabilities $ 549

As of March 31, 2020, the weighted average remaining lease term for operating leases was 1.2 years and the weighted average discount rate used to determineoperating lease liabilities was 5.25%.

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10. Commitment and Contingencies

In the ordinary conduct of business, the Company is subject to various lawsuits and claims covering a wide range of matters including, but not limited to,employment claims and commercial disputes. While the outcome of these matters is uncertain, the Company does not believe there are any significant matters as ofMarch 31, 2020 that are probable or estimable, for which the outcome could have a material adverse impact on its consolidated balance sheets or statements ofoperations.

11. Earnings Per Share

The following table presents a reconciliation of the numerators and denominators used in the basic and diluted earnings per common share computations (inthousands except share and per share amounts): Three Months Ended Nine Months Ended

March 31, March 31,

2020 2019 2020 2019

NumeratorNet (loss) income $ (2,889) $ 672 $ (12,070) $ (1,724) Income allocated to participating securities — (3) — — Net (loss) income available to common stockholders $ (2,889) $ 669 $ (12,070) $ (1,724)

DenominatorWeighted average common shares outstanding – basic 34,149,561 33,600,148 34,029,296 33,510,368 Effect of dilutive restricted stock units(1) — 339,929 — — Effect of performance-based restricted stock awards(2) — 295,048 — — Effect of employee stock purchase plan(3) — 6,307 — — Weighted average common shares outstanding – diluted 34,149,561 34,241,432 34,029,296 33,510,368

Earnings per common share – basic $ (0.08) $ 0.02 $ (0.35) $ (0.05) Earnings per common share – diluted $ (0.08) $ 0.02 $ (0.35) $ (0.05)

(1) At March 31, 2020 and 2019, 332,798 and 354,176 additional shares of common stock, respectively, were issuable upon the settlement of outstanding restricted stock units.The effect of the shares that would be issued upon settlement of these restricted stock units has been excluded from the calculation of diluted loss per share for the three andnine months ended March 31, 2020, and the nine months ended March 31, 2019, because those shares are anti-dilutive.

(2) At March 31, 2020 and 2019, 660,982 and 754,331 performance-based restricted stock awards, respectively, were outstanding. The effect of the potential vesting of theseawards has been excluded from the calculation of diluted loss per share for the three and nine months ended March 31, 2020, and the nine months ended March 31, 2019,because those shares are anti-dilutive.

(3) At March 31, 2020 and 2019, the Company included the number of shares that would be issued under its employee stock purchase plan based on the aggregate expectedamount of withholdings and the average unrecognized compensation expense as assumed proceeds. The effect of these shares has been excluded from the calculation ofdiluted loss per share for the three and nine months ended March 31, 2020, and the nine months ended March 31, 2019, because those shares are anti-dilutive.

Unvested time-based restricted stock awards that contain nonforfeitable rights to dividends are participating securities and included in the computation of earningsper share pursuant to the two-class method. Under this method, earnings attributable to the Company are allocated between common stockholders and theparticipating awards, as if the awards were a second class of stock. During periods of net income, the calculation of earnings per share excludes the incomeattributable to participating securities in the numerator and the dilutive impact of these securities from the denominator. In the event of a net loss, undistributedearnings are not allocated to participating securities and the denominator excludes the dilutive impact of these securities as they do not share in the losses of theCompany. During the three months ended March 31, 2019, undistributed earnings allocated to participating securities were based on 172,839 time-based restrictedstock awards. During the three and nine months ended March 31, 2020, and the nine months ended March 31, 2019 there were no undistributed earnings allocatedto participating securities due to the net losses.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the relatednotes appearing under Item 1 of Part I of this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forthelsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and expected financial results,includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” discussed in our Annual Report on Form 10-K forthe year ended June 30, 2019 and subsequent Quarterly Reports on Form 10-Q, including in Item 1A of Part II of this Quarterly Report on Form 10-Q, for adiscussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statementscontained in the following discussion and analysis.

OVERVIEW

We are a medical technology company leading the way in the effort to successfully treat patients living with peripheral and coronary artery diseases, includingthose with arterial calcium, the most difficult arterial disease to treat. We are committed to clinical rigor, constant innovation and a defining drive to set theindustry standard to deliver safe and effective medical devices that improve lives of patients facing these difficult disease states.

We have observed some degree of seasonality in our business, as there tends to be a lower number of procedures that use our products during the three monthsending September 30. Interventional procedure volume usually grows throughout the course of the fiscal year, with the three months ending June 30 usuallyrepresenting the highest volume of cases and, therefore, the highest amount of revenue generated during the course of the fiscal year. However, we expect that thiswill not be the case in the current fiscal year due to the ongoing COVID-19 pandemic. See below for additional discussion of the impact of the COVID-19pandemic on our business and operations.

Peripheral

Our peripheral arterial disease (“PAD”) products are catheter-based platforms capable of treating a broad range of plaque types in leg arteries both above andbelow the knee, including calcified plaque, and address many of the limitations associated with other existing surgical, catheter and pharmacological treatmentalternatives. The micro-invasive devices use small access sheaths that can provide procedural benefits, allow physicians to treat PAD patients in even the small andtortuous vessels located below the knee, and facilitate access through alternative sites in the ankle, foot and wrist, as well as in the groin.

The United States Food and Drug Administration (“FDA”) has granted us 510(k) clearances for our Peripheral OAS as a therapy in patients with PAD, as discussedin Item 1 of Part I of our Annual Report on Form 10-K for the year ended June 30, 2019. We refer to these products in this Quarterly Report on Form 10-Q as the“Peripheral OAS.” In addition to our Peripheral OAS, we also offer support products within the peripheral space. Peripheral sales in the United States during thenine months ended March 31, 2020 represented 70% of revenue.

Coronary

Our coronary artery disease (“CAD”) product, the Diamondback 360 Coronary OAS (“Coronary OAS”), is a catheter-based platform designed to facilitate stentdelivery in patients with CAD who are acceptable candidates for percutaneous transluminal coronary angioplasty or stenting due to de novo, severely calcifiedcoronary artery lesions. The Coronary OAS design is similar to technology used in our Peripheral OAS, customized specifically for the coronary application. Inaddition to the Coronary OAS, we also offer support products within the coronary space as we expand treatment to a broader patient population with complexcoronary artery disease.

In October 2013, we received premarket approval (“PMA”) from the FDA to market the Coronary OAS as a treatment for severely calcified coronary arteries andwe commenced a commercial launch that same month. Coronary sales in the United States during the nine months ended March 31, 2020 representedapproximately 26% of revenue.

International

Sales of our approved products in Japan are made through our exclusive Japan distributor, Medikit Co., Ltd. ("Medikit"). Sales of our products in the rest of theworld, which primarily includes certain countries in Southeast Asia, Europe and the Middle

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East, are made through our exclusive international distributor, OrbusNeich®. International sales during the nine months ended March 31, 2020 representedapproximately 4% of revenue.

Impact of COVID-19

During the three months ended March 31, 2020, we experienced a disruption in the procedures using our products as a result of the COVID-19 outbreak in theUnited States and internationally. On March 18, 2020, the Centers for Medicare & Medicaid Services (“CMS”) released guidance for healthcare providers to limitall non-elective medical procedures in order to conserve personal protective equipment and limit exposure to COVID-19 during the pendency of the outbreak. CMScreated a tiered framework outlining recommendations on which procedures should be postponed and which should not. Physician responses to theserecommendations have varied and will continue to vary as the pandemic continues.

With respect to PAD, the patients treated using our devices generally fall into two categories: those with critical limb ischemia (“CLI”) and those with claudication.We believe that most patients with CLI would fall into a CMS “Do not postpone” tier and most patients with claudication would fall into a CMS “Postpone” tier.As a result, if physicians strictly follow the guidelines, we would anticipate that the treatment of most patients with CLI will most likely not be postponed, but thatthe treatment of most patients with claudication will most likely be postponed. With respect to CAD, if physicians strictly follow the guidelines, we wouldanticipate the majority of patients treated using our devices fall into a CMS “Do not postpone” tier. However, despite the guidelines, individual physicians andfacilities may nevertheless postpone procedures that fall into a “Do not postpone” tier as a result of reduced availability of physicians or lab space to treat patients,different treatment prioritizations, increased cost pressures and burdens on the overall healthcare infrastructure that result in reallocation of resources, or othergovernmental guidelines and restrictions. In addition, patients may elect to defer or avoid treatment for procedures that use our products due to concerns about thepotential spread of diseases in facilities. Finally, our personnel and the personnel of our distribution partners are experiencing restrictions on their ability to accessmany customers, hospitals, labs and other medical facilities for sales activities, training and case support as they have been deemed to be “non-essential” personnelby those facilities, and there has been a reduction in procedure activity in these accounts. Accordingly, we are unable to predict how the outbreak will impactprocedure volumes in the future and the duration of that impact, and we are unable to reasonably quantify any future financial impact of the COVID-19 outbreak asa result of lower procedure volumes.

In addition to the impact on procedure volumes, we are experiencing and may experience other disruptions as a result of the COVID-19 outbreak. For example,enrollment in our ECLIPSE clinical trial has been suspended. Other disruptions or potential disruptions include restrictions on the ability of our personnel andpersonnel of our distribution partners to travel; delays in approvals by regulatory bodies; delays in product development efforts, which will also disrupt or delay ourability to launch affected products; reallocation of company resources from our strategic priorities; supply chain disruptions that limit, delay or prevent us fromacquiring the components used to manufacture our products or ship those products once manufactured; disruptions in our relationships with our distributors due tothe impact of the COVID-19 outbreak on their operations; temporary closures of our facilities; loss of employee productivity; and additional governmentrequirements to “shelter at home” or other incremental mitigation efforts that may further impact our capacity to manufacture, sell and support the use of ourproducts.

We have been running our manufacturing operations and have continued to ship product; however, we will continue to monitor federal, state and localrequirements that apply to these operations and we may experience disruptions in these operations or limitations in our ability to continue producing and shippingproducts. Most of our office-based employees are telecommuting, and our field employees will continue to support cases in clinical settings where they continue tohave access. We have taken steps intended to protect the health and well-being of our workforce and our customers, such as implementing restrictions on access toour facilities, deploying screening protocols for employees who work on site, utilizing remote working systems, supplying personal protective equipment toemployees and customers, and adopting remote training on the use of our devices. We are monitoring developments at the local, state and national levels in order toensure that we and our employees have current information for purposes of making decisions in the dynamic and unpredictable environment. We have taken stepsto manage our expenses during the continuation of the pandemic, which include freezing new hiring, ceasing travel and conference activity, and suspending workon certain product development and other internal projects. We are also engaged in business planning for the recovery period as we anticipate how our businesswill return to a more normalized level of activity once the pandemic and its effects subside.

In the near term, as the pandemic continues, we anticipate that we will experience a continued reduction in the number of procedures using our devices, which willresult in lower revenue and increased utilization of our existing capital resources. The discussion below provides additional details on our expectations forupcoming periods. We expect that the total impact of disruptions resulting from the pandemic will have a material impact on our financial condition, capitalresources and results of

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operations, but we cannot predict the specific extent, or duration, of the impact of the COVID-19 outbreak on our condition, resources and results.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements requires us tomake estimates, assumptions and judgments that affect amounts reported in those statements. Our estimates, assumptions and judgments, including those related torevenue recognition, deferred revenue and stock-based compensation, are updated as appropriate at least quarterly. We use authoritative pronouncements, ourtechnical accounting knowledge, cumulative business experience, judgment and other factors in the selection and application of our accounting policies. While webelieve that the estimates, assumptions and judgments that we use in preparing our consolidated financial statements are appropriate, these estimates, assumptionsand judgments are subject to factors and uncertainties regarding their outcome. Therefore, actual results may materially differ from these estimates.

Some of our significant accounting policies require us to make subjective or complex judgments or estimates. An accounting estimate is considered to be critical ifit meets both of the following criteria: (1) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and(2) different estimates that reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period, would have amaterial impact on the presentation of our financial condition, results of operations, or cash flows.

Our critical accounting policies are identified in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 under the heading“Critical Accounting Policies and Significant Judgments and Estimates.”

RESULTS OF OPERATIONS

The following table sets forth our results of operations expressed as dollar amounts (in thousands) and the changes between the specified periods expressed aspercent increases or decreases: Three Months Ended March 31, Nine Months Ended March 31,

2020 2019Percent Change 2020 2019

Percent Change

Net revenues $ 61,175 $ 63,311 (3.4)% $ 193,999 $ 179,783 7.9 %Cost of goods sold 12,225 12,166 0.5 38,615 34,218 12.8

Gross profit 48,950 51,145 (4.3) 155,384 145,565 6.7 Expenses:Selling, general and administrative 41,384 41,356 0.1 135,003 123,705 9.1 Research and development 9,964 9,155 8.8 31,515 23,702 33.0 Amortization of intangible assets 337 127 165.4 908 235 286.4

Total expenses 51,685 50,638 2.1 167,426 147,642 13.4 (Loss) income from operations (2,735) 507 (639.4) (12,042) (2,077) (479.8)

Other (income) expense, net 107 (251) (142.6) (101) (505) (80.0) (Loss) income before income taxes (2,842) 758 (474.9) (11,941) (1,572) (659.6)

Provision for income taxes 47 86 (45.3) 129 152 (15.1) Net (loss) income (2,889) 672 (529.9) $ (12,070) $ (1,724) (600.1)

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Comparison of Three Months Ended March 31, 2020 with Three Months Ended March 31, 2019

Net revenues. Net revenues decreased by $2.1 million, or 3.4%, from $63.3 million for the three months ended March 31, 2019 to $61.2 million for the threemonths ended March 31, 2020. Peripheral revenues decreased $2.5 million, or 5.6%, and coronary revenues increased $400,000, or 2.1%. Decreases in peripheralrevenue were driven by decreased unit volumes as a result of the outbreak of COVID-19, in addition to slight decreases in average selling prices. Coronary revenueincreases of $400,000 were driven largely by increased sales of interventional case support devices. Coronary revenues were also impacted by the COVID-19outbreak as well as small decreases in average selling prices. International revenue was $3.1 million for the three months ended March 31, 2020, compared withinternational revenue of $2.4 million for the three months ended March 31, 2019, an increase of $600,000. Despite the increased international revenue, the outbreakof COVID-19 has impacted product volumes worldwide, especially within Europe. We expect our revenue to continue to decline in the short-term as the UnitedStates healthcare system continues to navigate the COVID-19 pandemic. Longer term, we expect to return to future revenue growth as we continue to increase thenumber of physicians using the devices, increase the usage per physician, introduce new and improved products, generate additional clinical data, and expand intonew geographies through our distribution agreements with Medikit and OrbusNeich, partially offset by potential decreases in average selling prices. However, weare unable to predict the timing of this recovery period.

Cost of Goods Sold. Cost of goods sold was $12.2 million for both the three months ended March 31, 2020 and 2019. These amounts represent the cost ofmaterials, labor and overhead for single-use catheters, guide wires, pumps, and other ancillary products. Gross margin decreased to 80.0% for the three monthsended March 31, 2020 from 80.8% for the three months ended March 31, 2019, primarily due to increased sales of lower margin products, expansion into lowermargin international markets through distributor relationships, and lower average selling prices. This decrease was partially offset by product cost reductions andmanufacturing efficiencies. We expect that gross margin in the fourth quarter of fiscal 2020 will be lower than gross margin in the three months ended March 31,2020 as the outbreak of COVID-19 is expected to continue to adversely impact our sales volumes due to continued postponements of elective procedures.Quarterly margin fluctuations could also occur based on production volumes, timing of new product introductions, sales mix, pricing changes, or otherunanticipated circumstances.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $41.1 million for both the three months ended March 31,2020 and 2019. Increased expenses related to additional clinical specialists within our sales organization, the expansion of our medical affairs initiatives andinternational expansion were offset by lower commissions, cash incentive compensation and costs associated with travel as a result of COVID-19. Selling, generaland administrative expenses for the three months ended March 31, 2020 and 2019 include $2.7 million and $2.3 million, respectively, for stock-basedcompensation. We expect our selling, general and administrative expenses for the fourth quarter of fiscal 2020 to be less than amounts incurred for the threemonths ended March 31, 2020, as we adjust our spending levels as a result of the COVID-19 outbreak.

Research and Development Expenses. Research and development expenses increased by 8.8%, from $9.2 million for the three months ended March 31, 2019 to$10.0 million for the three months ended March 31, 2020. Research and development expenses relate to specific projects to develop new products or expand intonew markets, such as the development of new versions of the Peripheral and Coronary OAS, shaft designs and crown designs, and to PAD and CAD clinical trials.The increase was primarily due to increased personnel and project costs for the three months ended March 31, 2020 as we invested in expanding our productportfolio and additional regulatory and clinical study costs. In March 2020, we announced a suspension of the ECLIPSE clinical trial as a result of the outbreak ofCOVID-19. In addition, we expect disruptions or delays in other product development activities, and as a result, we expect research and development expenses inthe fourth quarter of fiscal 2020 to be less than amounts incurred for the three months ended March 31, 2020. Fluctuations could occur based on the number ofprojects and studies, the progress of such projects and studies, the rate of study enrollment, and the timing of expenditures.

Comparison of Nine Months Ended March 31, 2020 with Nine Months Ended March 31, 2019

Net revenues. Net revenues increased by $14.2 million, or 7.9%, from $179.8 million for the nine months ended March 31, 2019 to $194.0 million for the ninemonths ended March 31, 2020. Peripheral revenues increased $5.1 million, or 3.9%, and coronary revenues increased $9.1 million, or 18.5%. Both peripheral andcoronary revenue increases were primarily driven by higher unit volumes as a result of the growth of our customer base and expansion into new internationalmarkets, and new product offerings such as balloons guidewires and catheters, partially offset by the impact of the recent COVID-19 outbreak as well as loweraverage selling prices. International revenue was $8.4 million for the nine months ended March 31, 2020, compared with $5.4 million for the nine months endedMarch 31, 2019, an increase of $3.0 million.

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Cost of Goods Sold. Cost of goods sold increased to $38.6 million for the nine months ended March 31, 2020 from $34.2 million for the nine months endedMarch 31, 2019, a 12.8% increase. These amounts represent the cost of materials, labor and overhead for single-use catheters, guide wires, pumps, and otherancillary products. The increase in cost of goods sold was due to greater unit volumes as we added new accounts, expanded internationally and offered additionalproducts, partially offset by recent volume declines as a result of the outbreak of COVID-19. Gross margin decreased to 80.1% for the nine months endedMarch 31, 2020 from 81.0% for the nine months ended March 31, 2019, primarily due to increased sales of lower margin products, expansion into lower margininternational markets through distributor relationships, and lower average selling prices. This decrease was partially offset by product cost reductions andmanufacturing efficiencies.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses increased by $11.3 million, or 9.1%, from $123.7 million for thenine months ended March 31, 2019 to $135.0 million for the nine months ended March 31, 2020. The increase was primarily due to increased expenses related tothe expansion of our medical affairs initiatives, additional clinical specialists within our sales organization and international expansion. Selling, general andadministrative expenses for the nine months ended March 31, 2020 and 2019 include $8.9 million and $7.3 million, respectively, for stock-based compensation.

Research and Development Expenses. Research and development expenses increased by $7.8 million, or 33.0%, from $23.7 million for the nine months endedMarch 31, 2019 to $31.5 million for the nine months ended March 31, 2020. Research and development expenses relate to specific projects to develop newproducts or expand into new markets, such as the development of new versions of the Peripheral and Coronary OAS, shaft designs and crown designs, and to PADand CAD clinical trials. The increase was primarily due to increased personnel costs as we invested in expanding our product portfolio and additional costsassociated with the ECLIPSE clinical study. Research and development expenses for the nine months ended March 31, 2020 and 2019 include $1.1 million and$1.0 million, respectively, for stock-based compensation.

LIQUIDITY AND CAPITAL RESOURCES

We had cash, cash equivalents and highly liquid marketable securities of $107.3 million and $122.7 million at March 31, 2020 and June 30, 2019, respectively. Weexpect this amount to decrease in the three months ending June 30, 2020 as our revenues decline and we utilize existing resources to cover our expenses as a resultof the ongoing COVID-19 pandemic. As of March 31, 2020, we had an accumulated deficit of $347.9 million. We have historically funded our operating lossesprimarily from the issuance of common and preferred stock, convertible promissory notes, and debt.

A summary of our cash flow activities is as follows:Nine Months Ended

March 31,

2020 2019

Net cash (used in) provided by operating activities $ (1,424) $ 4,908 Net cash provided by (used in) investing activities 1,376 (5,909) Net cash (used in) provided by financing activities (4,617) 21 Net change in cash and cash equivalents $ (4,665) $ (980)

Changes in Liquidity

Operating Activities

Net cash used in operating activities was $1.4 million for the nine months ended March 31, 2020, primarily due to the net loss of $12.1 million and increased use ofcash as we build inventory and diversify our products, as well as for payouts of previously accrued bonuses and commissions. The amount of cash used waspartially offset by collections on receivables, increased accounts payable due to timing of activity and payments, and non-cash expenditures for the nine monthsended March 31, 2020.

Net cash provided by operating activities was $4.9 million for the nine months ended March 31, 2019, primarily due to positive cash flow when the net loss of $1.7million is adjusted for non-cash expenditures such as stock-based compensation, depreciation and amortization. Contributing to positive cash flows from operationswas the timing of cash payments on payables. These positive cash flows were partially offset by the timing of collections on receivables, increased use of cash aswe build inventory and diversify our products, and the effects of recognizing previously deferred revenue.

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Investing Activities

Net cash provided by investing activities was $1.4 million for the nine months ended March 31, 2020, primarily due to the maturity of marketable securities,partially offset by the cash payment made for the WIRION acquisition, additional purchases of marketable securities, purchases of property and equipment, costsassociated with capitalized patent activities, and the purchase of a non-marketable equity investment. These uses of cash were partially offset by maturities ofmarketable securities.

Net cash used in investing activities was $5.9 million for the nine months ended March 31, 2019, primarily due to additional shares acquired in an investment,purchases of property and equipment and costs associated with capitalized patent activities.

Financing Activities

Net cash used in financing activities was $4.6 million for the nine months ended March 31, 2020, primarily due to the payment of payroll taxes on the employeevesting of stock awards, partially offset by proceeds from employee stock purchases.

Net cash provided by financing activities was $21,000 for the nine months ended March 31, 2019, primarily due to proceeds from employee stock purchases andthe exercise of stock options, partially offset by the payment of payroll taxes on the employee vesting of stock awards.

Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of future operating losses, the level andtiming of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support ourbusiness operations, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, the continuing acceptance ofour products in the marketplace, competing technologies, market and regulatory developments, ongoing facility requirements, potential strategic transactions(including the potential acquisition of, or investments in, businesses, technologies and products), international expansion, the existence, defense and resolution oflegal proceedings, and the severity and duration of the current COVID-19 outbreak. As discussed in the “Overview” above, the total impact of disruptions fromCOVID-19 will have a material impact on our financial condition and results of operations, but we cannot predict the specific extent, or duration, of the impact ofthe COVID-19 outbreak on our condition and results. We will continue to closely monitor our liquidity and capital resources through the disruption caused byCOVID-19 and will continue to evaluate our financial position to assess additional spending reductions and our liquidity needs. As of March 31, 2020, we believeour current cash and cash equivalents will be sufficient to fund working capital requirements, capital expenditures and operations for the foreseeable future,including at least the next twelve months, as well as to fund expenses relating to compliance with our Corporate Integrity Agreement, payments under our leaseagreements, payments under development agreements and anticipated costs relating to litigation. If needed, we have the ability to borrow under our senior, securedrevolving credit facility. We intend to retain any future earnings to support operations and to finance the growth and development of our business. We do notanticipate paying any dividends in the foreseeable future.

Facility Sale and Lease

On December 29, 2016, we entered into a Purchase and Sale Agreement, as subsequently amended (collectively, the “Sale Agreement”), with Krishna Holdings,LLC (“Krishna”), providing for the sale to Krishna of our headquarters facility in St. Paul, Minnesota (the “Facility”) for a cash purchase price of $21.5 million. OnMarch 30, 2017, the sale of the Facility under the Sale Agreement closed. We received proceeds of approximately $20.9 million ($21.5 million less $556,000 oftransaction expenses). In connection with the closing of the facility sale, we entered into a Lease Agreement (the “Lease Agreement”) with Krishna Holdings, LLC,Apex Holdings, LLC, Kashi Associates, LLC, Keva Holdings, LLC, S&V Ventures, LLC, Polo Group LLC, SPAV Holdings LLC, Star Associates LLC, and TheGlobal Villa, LLC. The Lease Agreement has an initial term of fifteen years, with four consecutive renewal options of five years each, with a base annual rent inthe first year of $1.6 million and annual escalations of 3%. See Note 6 to our Consolidated Financial Statements included in Item 1 of Part I of this QuarterlyReport on Form 10-Q for additional discussion.

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Revolving Credit Facility

In March 2017, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). In March 2020, we entered into theFirst Amendment to the Loan Agreement (the "Amendment"). The Amendment extended the maturity date of the Loan Agreement by two years, to March 31,2022, and increased the maximum amount available under the senior, secured revolving credit facility (the "Revolver") to $50.0 million (the “Maximum DollarAmount”).

Advances under the Revolver may be made from time to time up to the Maximum Dollar Amount, subject to certain borrowing limitations. The Revolver bearsinterest at a floating per annum rate equal to the Wall Street Journal prime rate, less 0.75%. Interest on borrowings is due monthly and the principal balance is dueat maturity. Upon the Revolver’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Revolver will be due andpayable. We will incur a fee equal to 3% of the Maximum Dollar Amount upon termination of the Loan Agreement, as amended by the Amendment (the"Amended Loan Agreement"), or the Revolver for any reason prior to the date that is fifteen days prior to the maturity date, unless refinanced with SVB.

Our obligations under the Amended Loan Agreement are secured by certain of our assets, including, among other things, accounts receivable, deposit accounts,inventory, equipment, general intangibles and records pertaining to the foregoing. The collateral does not include our intellectual property, but we agreed not toencumber our intellectual property without the consent of SVB. The Amended Loan Agreement contains customary covenants limiting our ability to, among otherthings, incur debt or liens, make certain investments and loans, enter into transactions with affiliates, undergo certain fundamental changes, dispose of assets, orchange the nature of our business. In addition, the Amended Loan Agreement contains financial covenants requiring us to maintain, at all times when any amountsare outstanding under the Revolver, either (i) minimum unrestricted cash at SVB and unused availability on the Revolver of at least $10.0 million or (ii) minimumtrailing three-month Adjusted EBITDA (as defined in the Amended Loan Agreement) of $1.0 million. If we do not comply with the various covenants under theAmended Loan Agreement or an event of default under the Amended Loan Agreement occurs, such as a material adverse change, the interest rate on outstandingamounts will increase by 5% and SVB may, subject to various customary cure rights and the other terms and conditions of the Amended Loan Agreement, declineto provide additional advances under the Revolver, require the immediate payment of all amounts outstanding under the Revolver, and foreclose on all collateral.

We are required to pay a fee equal to 0.15% per annum on the unused portion of the Revolver, payable quarterly in arrears. We are not obligated to draw any fundsunder the Revolver and have not done so under the Revolver since entering into the Loan Agreement. No amounts are outstanding as of March 31, 2020 and wecurrently do not have plans to borrow under the Amended Loan Agreement.

NON-GAAP FINANCIAL INFORMATION

To supplement our consolidated financial statements prepared in accordance with GAAP, our management uses a non-GAAP financial measure referred to as“Adjusted EBITDA.” The following table sets forth, for the periods indicated, a reconciliation of Adjusted EBITDA to the most comparable GAAP measureexpressed as dollar amounts (in thousands): Three Months Ended Nine Months Ended

March 31, March 31,

2020 2019 2020 2019

Net (loss) income (2,889) 672 $ (12,070) $ (1,724) Less: Other (income) expense, net 107 (251) (101) (505) Less: Provision for income taxes 47 86 129 152

(Loss) income from operations (2,735) 507 (12,042) (2,077) Add: Stock-based compensation 3,273 2,674 10,469 8,600 Add: Depreciation and amortization 1,088 932 3,152 2,617

Adjusted EBITDA $ 1,626 $ 4,113 $ 1,579 $ 9,140

Adjusted EBITDA decreased for the three and nine months ended March 31, 2020 as compared to the three and nine months ended March 31, 2019 primarily dueto a greater loss from operations.

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Use and Economic Substance of Non-GAAP Financial Measures Used and Usefulness of Such Non-GAAP Financial Measures to Investors

We use Adjusted EBITDA as a supplemental measure of performance and believe this measure facilitates operating performance comparisons from period toperiod and company to company by factoring out potential differences caused by depreciation and amortization expense and non-cash charges such as stock-basedcompensation. Our management uses Adjusted EBITDA to analyze the underlying trends in our business, assess the performance of our core operations, establishoperational goals and forecasts that are used to allocate resources and evaluate our performance period over period and in relation to our competitors’ operatingresults. Additionally, our management is partially evaluated on the basis of Adjusted EBITDA when determining achievement of their incentive compensationperformance targets. Management does not use Adjusted EBITDA as a liquidity measure or in the calculation of our financial covenants under the loan and securityagreement with Silicon Valley Bank.

We believe that presenting Adjusted EBITDA provides investors greater transparency to the information used by our management for its financial and operationaldecision-making and allows investors to see our results “through the eyes” of management. We also believe that providing this information better enables ourinvestors to understand our operating performance and evaluate the methodology used by our management to evaluate and measure such performance.

The following is an explanation of each of the items that management excludes from Adjusted EBITDA and the reasons for excluding each of these individualitems:

• Stock-based compensation. Our management believes that excluding this item from Adjusted EBITDA is useful to investors to understand the applicationof stock-based compensation guidance and its impact on our operational performance and ability to make additional investments in our company, andexcluding this item allows for greater transparency to certain line items in our financial statements.

• Depreciation and amortization expense. Our management believes that excluding these items from our Adjusted EBITDA is useful to investors tounderstand our operational performance and ability to make additional investments in our company.

Material Limitations Associated with the Use of Non-GAAP Financial Measures and Manner in Which We Compensate for these Limitations

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared inaccordance with GAAP. Some of the limitations associated with our use of these non-GAAP financial measures are:

• Items such as stock-based compensation do not directly affect our cash flow position; however, such items reflect economic costs to us and are notreflected in our Adjusted EBITDA, and therefore Adjusted EBITDA does not reflect the full economic effect of these items.

• Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculatesimilarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

• Our management exercises judgment in determining which types of charges or other items should be excluded from the non-GAAP financial measures weuse.

We compensate for these limitations by relying primarily upon our GAAP results and using non-GAAP financial measures only supplementally.

INFLATION

We do not believe that inflation had a material impact on our business and operating results during the periods presented.

OFF-BALANCE SHEET ARRANGEMENTS

Since inception, we have not engaged in any off-balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.

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RECENT ACCOUNTING PRONOUNCEMENTS

For a description of recent accounting pronouncements, see Note 1 to the Consolidated Financial Statements included in Item 8 of Part II of our Annual Report onForm 10-K for the year ended June 30, 2019.

PRIVATE SECURITIES LITIGATION REFORM ACT

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Such “forward-looking” information is included inthis Quarterly Report on Form 10-Q and in other materials filed or to be filed by us with the SEC (as well as information included in oral statements or otherwritten statements made or to be made by us). Forward-looking statements include all statements based on future expectations. This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, including, but not limited to, (i) our expectations regarding the impact of the COVID-19outbreak on our operations; (ii) our expectation of continued sales of our products internationally, including the specific products to be sold, the territories in whichsuch products will be sold, and the timing of such sales; (iii) seasonality in our business; (iv) our expectation that our revenue will decline in the short-term butreturn to growth in the future; (v) our expectation that we will incur selling, general and administrative expenses in the fourth quarter of fiscal 2020 that are lessthan the amounts incurred in the three months ended March 31, 2020; (vi) our expectation that gross margin in the fourth quarter of fiscal 2020 will be less thangross margin in the three months ended March 31, 2020; (vii) our expectation that we will incur research and development expenses in the fourth quarter of fiscal2020 that are less than the amounts incurred in the three months ended March 31, 2020; (viii) our belief that our current cash and cash equivalents will be sufficientto fund working capital requirements, capital expenditures and operations for the foreseeable future, as well as to fund certain other anticipated expenses; (ix) ourintention to retain any future earnings to support operations and to finance the growth and development of our business; (x) our dividend expectations; (xi) our plannot to borrow under our loan and security agreement; and (xii) the anticipated impact of adoption of recent accounting pronouncements on our financial statements.

In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”“may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, althoughnot all forward-looking statements contain these words. Forward-looking statements are only predictions and are not guarantees of performance. These statementsare based on our management’s beliefs and assumptions, which in turn are based on their interpretation of currently available information.

These statements involve known and unknown risks, uncertainties and other factors that may cause our results or our industry’s actual results, levels of activity,performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These factors include thependency and impact of the COVID-19 outbreak, including government actions related to the COVID-19 outbreak, material delays and cancellations of procedures,delayed spending by healthcare providers, and distributor and supply chain disruptions; regulatory developments, clearances and approvals; approval of ourproducts for distribution in foreign countries; approval of products for reimbursement and the level of reimbursement in the United States, Japan and other foreigncountries; dependence on market growth; agreements with third parties to sell their products; the ability of OrbusNeich to successfully launch our products outsideof the United States and Japan; our ability to maintain third-party supplier relationships and renew existing purchase agreements; our ability to maintain ourrelationships with Medikit and OrbusNeich; the experience of physicians regarding the effectiveness and reliability of the products we sell; the reluctance ofphysicians, hospitals and other organizations to accept new products; the potential for unanticipated delays in enrolling medical centers and patients for clinicaltrials; actual clinical trial and study results; the impact of competitive products and pricing; our ability to comply with the financial covenants in our loan andsecurity agreement and to make payments under and comply with the lease agreement for our corporate headquarters; unanticipated developments affecting ourestimates regarding expenses, future revenues and capital requirements; the difficulty of successfully managing operating costs; our ability to manage our salesforce strategy; actual research and development efforts and needs, including the timing of product development programs; our ability to obtain and maintainintellectual property protection for product candidates; fluctuations in results and expenses based on new product introductions, sales mix, unanticipated warrantyclaims, and the timing of project expenditures; our ability to manage costs; our actual financial resources and our ability to obtain additional financing;investigations or litigation threatened or initiated against us; court rulings and future actions by the FDA and other regulatory bodies; international tradedevelopments; the impact of federal corporate tax reform on our business, operations and financial statements; shutdowns of the U.S. federal government;unanticipated developments during the manufacturing transfer process for the WIRION system; and general economic conditions.

These and additional risks and uncertainties are described more fully in our Annual Report on Form 10-K for the year ended June 30, 2019 and subsequentQuarterly Reports on Form 10-Q, including in Item 1A of Part II of this Quarterly Report on Form 10-Q. Copies of filings made with the SEC are available throughthe SEC’s electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov.

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You should read these risk factors and the other cautionary statements made in this Quarterly Report on Form 10-Q as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report on Form 10-Q. We cannot assure you that the forward-looking statements in this QuarterlyReport on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. You shouldread this Quarterly Report on Form 10-Q completely. Other than as required by law, we undertake no obligation to update these forward-looking statements, eventhough our situation may change in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Other than the negative impact the COVID-19 pandemic has had and will continue to have on our business and results of operations as discussed elsewhere in thisreport, there have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-Kfor the year ended June 30, 2019.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintainingour disclosure controls and procedures. The Certifying Officers have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as definedin Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2020. Based on thatreview and evaluation, which included inquiries made to certain other of our employees, the Certifying Officers have concluded that, as of the end of the periodcovered by this report, our disclosure controls and procedures, as designed and implemented, are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the threemonths ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including the important information in the section entitled “Private SecuritiesLitigation Reform Act,” you should carefully consider the “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2019 for a discussion ofimportant factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in thisQuarterly Report on Form 10-Q and materially adversely affect our business, financial condition and/or future operating results. Additional risks and uncertaintiesnot currently known to us or that we currently deem to be immaterial also might materially adversely affect our business, financial condition and/or operatingresults. In addition, you should consider the following risk factor:

Outbreaks of pandemic diseases, such as the novel coronavirus, COVID-19, may impact our business and operations, which could materially adversely affectour financial condition and results of operations.

We have experienced a disruption in the procedures using our products and in our operations as a result of the COVID-19 outbreak in the United States andinternationally. An outbreak of a contagious disease, such as COVID-19, particularly to the extent it becomes a pandemic, could significantly disrupt our business.The effects of such an outbreak include a decrease in procedure volumes due to restrictions and guidelines implemented by facilities and governmental entities;reduced availability of physicians or lab space to treat patients using our products and/or different treatment prioritizations of those physicians; increased costpressures and burdens on the overall healthcare infrastructure that result in reallocation of resources; changed treatment decisions by patients who may elect todefer or avoid treatment for procedures that use our products due to concerns about the potential spread of diseases in facilities; the suspension of clinical trialactivity; restrictions on the ability of our personnel and personnel of our distribution partners to travel and to access customers and medical facilities for salesactivities, training and case support; delays in approvals by regulatory bodies; delays in product development efforts, which will also disrupt or delay our ability tolaunch affected products; reallocation of company resources from our strategic priorities; supply chain disruptions that limit, delay or prevent us from acquiring thecomponents used to manufacture our products or ship those products once manufactured; disruptions in our relationships with our distributors due to the impact ofthe COVID-19 outbreak on their operations; temporary closures of our facilities; loss of employee productivity; government requirements to “shelter at home” orother incremental mitigation efforts that may further impact our capacity to manufacture, sell and support the use of our products; and adverse impacts on thenational and global economies. Pandemics, such as the outbreak of COVID-19, will also affect the economy generally, which may affect our stock price, our abilityto borrow or raise additional capital, and the funding of health systems that purchase our products, among other potential effects. The total impact of thesedisruptions could have a material adverse impact on our financial condition and results of operations, and we cannot predict the specific extent, or duration, of theimpact of the COVID-19 outbreak or any other outbreak of a contagious disease on our financial condition and results. In addition, the effect of the COVID-19pandemic on our business and financial results may also have the effect of heightening other risks described in the “Risk Factors” section of our Annual Report onForm 10-K for the year ended June 30, 2019.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Company Repurchases of Equity Securities

The following table presents information with respect to purchases made by us of our common stock during the third quarter of fiscal 2020:

Total Number of SharesPurchased

Average Price Paid perShare

Total Number of SharesPurchased as part of Publicly

Announced Plans orPrograms

Approximate Dollar Value ofShares that May Yet Be Purchased

under the Plans or ProgramsJanuary 1 to January 31, 2020 — — N/A N/A

February 1 to February 29, 2020(1) 8,589 42.02 N/A N/AMarch 1 to March 31, 2020 — — N/A N/A

8,589 $ 42.02

(1) Comprised of shares withheld pursuant to the terms of restricted stock awards under our stock-based compensation plans to offset tax withholding obligationsthat occur upon vesting and release of shares. The value of the shares withheld is the closing price of our common stock on the date the relevant transaction occurs.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

On March 12, 2020, our Board of Directors approved the Amended and Restated 2017 Equity Incentive Plan (the “Amended Plan”), which replaces the 2017Equity Incentive Plan (the “Original Plan”). The Amended Plan amends the provisions of the Original Plan that permit the recipients of awards to elect to have uswithhold shares otherwise issuable to them or to deliver shares to us, in each case in order to satisfy withholding and employment tax obligations of the recipientupon the vesting of awards. The Original Plan provided that any such shares withheld or delivered for such purposes must have a fair market value equal to, andnot in excess of, the minimum statutory withholding rates for federal and state tax purposes. The Amended Plan provides that the administrator of the plan mayestablish minimum and/or maximum tax withholding rates for recipients of awards. In connection with the approval of the Amended Plan, our Human Resourcesand Compensation Committee established that the minimum tax withholding rate for all participants will be the minimum statutory rates for federal and state taxpurposes, the maximum tax withholding rate for our officers will be the maximum statutory rates for federal and state tax purposes, and that the maximum taxwithholding rate for all other participants will be the minimum statutory rates for federal and state tax purposes. The Amended Plan also includes minoradministrative changes. The foregoing description of material amended terms in the Amended Plan is qualified in its entirety by reference to the full text of theAmended Plan, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q. In addition, amended forms of award agreement are filed as Exhibits 10.2through 10.6 to this Quarterly Report on Form 10-Q.

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ITEM 6. EXHIBITSExhibit No. Description

10.1*† Amended and Restated 2017 Equity Incentive Plan.10.2*† Form of Board Restricted Stock Award Agreement (in lieu of cash retainer) under Amended and Restated 2017 Equity Incentive Plan.10.3*† Form of Board RSU Agreement (annual) under Amended and Restated 2017 Equity Incentive Plan.10.4*† Form of Board RSU Agreement (in lieu of cash retainer) under Amended and Restated 2017 Equity Incentive Plan.10.5*† Form of Performance-Vest Restricted Stock Award Agreement under Amended and Restated 2017 Equity Incentive Plan.10.6*† Form of Time-Vest Restricted Stock Award Agreement under Amended and Restated 2017 Equity Incentive Plan10.7*† Form of Stock Option Agreement under Amended and Restated 2017 Equity Incentive Form.10.8* First Amendment to Loan and Security Agreement, by and between Cardiovascular Systems, Inc. and Silicon Valley Bank, dated March 26,

2020.10.9* Amendment No. 2 to Supply Agreement, between Cardiovascular Systems, Inc. and Fresenius Kabi AB, effective March 18, 2020.

10.10*+ Amendment No. 2 to Product Schedule, between Cardiovascular Systems, Inc. and Fresenius Kabi AB, effective March 18, 2020.

31.1* Certification of Chairman, President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chairman, President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101* Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020, formatted in XBRL: (i)the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income,(iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes toFinancial Statements.

104* Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101).

_______________________

* Filed herewith.** Furnished herewith.† Compensatory plan or agreement.+ Certain portions have been omitted from this exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersignedthereunto duly authorized.

Dated: May 7, 2020 CARDIOVASCULAR SYSTEMS, INC.

By /s/ Scott R. WardScott R. WardChairman, President and Chief Executive Officer(Principal Executive Officer)

By /s/ Jeffrey S. PointsJeffrey S. PointsChief Financial Officer(Principal Financial and Accounting Officer)

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Exhibit 10.10

*Certain information where indicated below in brackets has been excluded from this exhibit because it is both (i) notmaterial and (ii) would be competitively harmful if publicly disclosed*

AMENDMENT NO. 2TO

PRODUCT SCHEDULE

This Amendment is made effective as of the last date indicated on the signature page hereto, by and between CardiovascularSystems, Inc. (“CSI”) and Fresenius Kabi AB (“FRESENIUS”).

WHEREAS, CSI and FRESENIUS entered into a Supply Agreement dated as of April 4, 2011and a related Product Schedule(the “Product Schedule”); and

WHEREAS, CSI and FRESENIUS entered into an Amendment No.1 to the Product Schedule effective March 17 th, 2016 (the“First Amendment”); and

WHEREAS, the parties wish to amend certain terms of the Product Schedule.

NOW, THEREFORE, the parties agree as follows:

1. Section 1 Part C of the Product Schedule, as amended by the First Amendment, is hereby deleted in its entirety and replaced withthe following:

“1. Price

Price for 2020: $ [******]Units purchased / year Price [USD] per container≥ [******] units $ [******]≥ [******] units $ [******]≥ [******] units $ [******]

• Price FCA (Incoterms 2010)• 100% optical control• Batch size = 15,500 containers• Raw materials and packaging materials prices given by FRESENIUS standard suppliers.• Product related registration fees (e.g., according to 21 CFR 820) are not included and have to be borne by CSI.”

2. Sections 3 and 4 of Part C of the Product Schedule are hereby deleted in whole and replaced with the following:“3. First PriceReview Date and Annual Price ReviewThe First Price Review Date shall be the 1st of October 2020 and subsequent Price reviewdates are 1st of October for each following year (“Annual Price Review Date”) for Prices that shall be effective as of the 1st ofJanuary of each following year”.

3. Except as set forth herein, all provisions of the Product Schedule will remain in full force and effect without modification.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the dates indicated below.

CARDIOVASCULAR SYSTEMS, INC.

By: /s/ John Hastings 18 Mar 2020 Name: John Hastings Title: VP, Mfg & Operations

FRESENIUS KABI AB

By: /s/ Bettina Krausenbaum 2020-03-04 Name: Bettina Krausenbaum Title: Managing Director

By: /s/ Therese Schäfers 2020-03-04Name: Therese SchäfersTitle: CFO

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

CARDIOVASCULAR SYSTEMS, INC.2017 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made effective as of __________ ___, 20__, by and between CARDIOVASCULAR SYSTEMS,INC., a Delaware 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, theCompany or 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 CommonStock pursuant to the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, 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 agreeas follows:

1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on the date set forth above a restrictedstock award (the “Award”) for _________________ shares of Common Stock on the terms and conditions set forth herein, whichshares are subject to adjustment pursuant to Section 15 of the Plan. The Company shall cause an entry to be made in the books of theCompany or its designated agent representing such shares of Common Stock in the Participant’s name. Upon request, the Companyshall cause to be issued one or more stock certificates representing such shares of Common Stock in the Participant’s name, and shallhold such certificate until such time as the risk of forfeiture and other transfer restrictions set forth in this Agreement have lapsedwith respect to the shares represented by the certificate. The Company may also place a legend in such book entry or on suchcertificates describing the risks of forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellationof such certificates if the shares of Common Stock are forfeited as provided in Section 2 below. Until such risks of forfeiture havelapsed or the shares subject to this Award have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote theshares represented by such book entry or stock certificates, but the Participant shall not have any other rights as a stockholder withrespect to such shares.

2. Vesting of Restricted Stock. The shares of Common Stock subject to this Award shall be immediately vested and shallnot be subject to any risks of forfeiture.

3. General Provisions.

a. Employment or Other Relationship. This Agreement shall not confer on the Participant any right with respectto continuance of employment or other relationship by the Company or any of its Subsidiaries, nor will it interfere in any way withthe right of the Company to terminate such employment or relationship. Nothing in this Agreement shall be construed as creating anemployment or service contract for any specified term between Participant and the Company or any Subsidiary.

b. 280G Limitations. Notwithstanding anything in the Plan, this Agreement or in any other agreement, plan,contract or understanding entered into from time to time between Participant and the Company or any of its Subsidiaries to thecontrary (except an agreement that expressly modifies or excludes the application of this Paragraph 4(b)), the lapse of the risks offorfeiture of this Award shall not be accelerated in connection with a Change of Control to the extent that such acceleration, takinginto account all other rights, payments and benefits to which Participant is entitled under any other plan or agreement,would constitute a “parachute payment” or an “excess parachute payment” for purposes of Code Sections 280G and 4999, or anysuccessor provisions, and the regulations issued thereunder; provided, however, that the Administrator, in its sole discretion and inaccordance with applicable law, may modify or exclude the application of this Paragraph 4(b).

c. Securities Law Compliance. Participant shall not transfer or otherwise dispose of the shares of Stock receivedpursuant to this Agreement until such time as counsel to the Company shall have determined that such transfer or other dispositionwill not violate any state or federal securities laws. The Participant may be required by the Company, as a condition of theeffectiveness of this restricted stock award, to provide any written assurances that are necessary or desirable in the opinion of theCompany and its counsel to ensure the issuance complies with the applicable securities laws, including that all Stock subject to thisAgreement shall be held until such time that such Stock is registered and freely tradable under applicable state and federal securitieslaws, for Participant’s own account without a view to any further distribution thereof, that the book entries or certificates (asapplicable) for such shares shall bear an appropriate legend or notation to that effect and that such shares will be not transferred ordisposed of except in compliance with applicable state and federal securities laws.

d. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment,change of control, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section 15of 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 (i.e.,Participant shall have such “anti-dilution” rights under the Award with respect to such events, but, subject to the Administrator’sdiscretion, shall not have any “preemptive” rights). Any additional shares that are credited pursuant to such adjustment shall besubject to the same restrictions as are applicable to the shares with respect to which the adjustment relates.

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

f. Withholding Taxes. To permit the Company to comply with all applicable federal and state income tax laws orregulations, the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and statepayroll, income or other taxes attributable to this Award 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 theCompany an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior tothe transfer of any certificates for the shares of Stock subject to this Award. Subject to such rules as the Administrator may adopt, theAdministrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part, bydelivering shares of Common Stock, including shares of Common Stock received pursuant to this Award, having a Fair MarketValue, as of the date the amount of tax to be withheld is determined under applicable tax law, equal to the statutory minimumamount required to be withheld for tax purposes or such higher amount as is authorized by the Administrator. Participant’s electionto deliver shares for purposes of such withholding tax obligations shall be made on or before the date that triggers such obligationsor, if later, the date that the amount of tax to be withheld is determined under applicable tax law. Participant’s election to delivershares for purposes of such withholding tax obligations shall be irrevocable and shall be approved by the Administrator andotherwise 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.

g. Nontransferability. No portion of this Award for which the risks of forfeiture have not lapsed may be assignedor transferred, in whole or in part, other than by will or by the laws of descent and distribution.

h. 2017 Equity Incentive Plan. The Award evidenced by this Agreement is granted pursuant to the Plan, a copy ofwhich Plan has been made available to the Participant and is hereby incorporated into this Agreement. This Agreement is subject toand in all respects limited and conditioned as provided in the Plan. All capitalized terms in this Agreement not defined herein shallhave the meanings ascribed to them in the Plan. The Plan governs this Award and, in the event of any questions as to theconstruction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as thePlan otherwise provides.

i. Lockup Period Limitation. Participant agrees that in the event the Company advises Participant that it plans anunderwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as amended, Participant willexecute any lock-up agreement the Company and the underwriter(s) deem necessary or appropriate, in their sole discretion, withsuch public offering.

j. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Companymakes any public offering of its securities and determines, in its sole discretion, that it is necessary to reduce the number ofRestricted Stock Awards so as to comply with any state securities or Blue Sky law limitations with respect thereto, the Board ofDirectors of the Company may accelerate the vesting of this Award (in full or in part), provided that the Company gives Participant15 days’ prior written notice of such acceleration. Notice shall be deemed given when delivered personally or when deposited in theUnited States mail, first class postage prepaid and addressed to Participant at the address of Participant on file with the Company.

k. Affiliate Compliance. Participant agrees that, if Participant is an “affiliate” of the Company or any Affiliate (asdefined in applicable legal and accounting principles) at the time of a Change of Control, Participant will comply with allrequirements of Rule 145 of the Securities Act of 1933, as amended, and the requirements of such other legal or accountingprinciples, and will execute any documents necessary to ensure such compliance.

l. Stock Legend. The Administrator may require that the certificates for any shares of Common Stock purchased byParticipant (or, in the case of death, Participant’s successors) shall bear an appropriate legend to reflect the restrictions of Paragraph4(c) and Paragraphs 4(i) through 4(k) of this Agreement; provided, however, that failure to so endorse any of such certificates shallnot render invalid or inapplicable Paragraph 4(c) or Paragraph 4(i) through 4(k).

m. Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors andassigns and of the Participant and any successor or successors of the Participant. This Award is expressly subject to all terms andconditions contained in the Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieveParticipant from complying with such terms and conditions.

n. Choice of Law. The law of the state of Minnesota shall govern all questions concerning the construction,validity, and interpretation of this Plan, without regard to that state’s conflict of laws rules.

o. Severability. In the event that any provision of this Agreement shall be held illegal or invalid for any reason,such illegality or invalidity shall not affect the remaining provisions of this Agreement, and the Agreement shall be construed andenforced as if the illegal or invalid provision had not been included.

p. Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making ofthis Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort toarrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for atleast

10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Courtfor 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 provisionsof this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolveddiscovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have theauthority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplarydamages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of itscosts 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.

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


By:___________________________Name:Title:

________________________________Participant

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT


THIS AGREEMENT, made effective as of _______________ ___, 20__ by and between CARDIOVASCULAR SYSTEMS,INC., a Delaware corporation (the “Company”), and ______________ (“Participant”).


WHEREAS, Participant on the date hereof is a nonemployee director of the Company or one of its Subsidiaries; and

WHEREAS, the Company wishes to grant a restricted stock unit award to Participant for shares of the Company’s CommonStock pursuant to the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”); and

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

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

1. Grant of Restricted Stock Unit Award; Term. The Company hereby grants to Participant on the date set forth above arestricted stock unit award (the “Award”) for ________________ restricted stock units on the terms and conditions set forth herein.Each restricted stock unit shall entitle the Participant to receive either one share of the Company’s Common Stock or a cashpayment, as described in Paragraph 3 below.

2. Vesting of Restricted Stock Units.

a. General. The restricted stock units subject to this Award shall vest according to the following schedule:Vesting Date Number of Restricted Stock Units

Subject to such other terms and conditions set forth in this Agreement, the Participant shall not be entitled to the issuance of sharesof Stock or any cash payment for any portion of the restricted stock units subject to this Award until the Administrator determinesthe number of restricted stock units, if any, which have vested.

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b. Termination of Relationship. If the Participant ceases to be a director of the Company or any Subsidiary at any time duringthe term of the Award, for any reason, this Award shall terminate and all restricted stock units subject to this Award that have notvested or for which the risks of forfeiture have not lapsed shall be forfeited by Participant.

3. Issuance of Shares or Payment. Within thirty (30) days after the six-month anniversary of the date the Participant ceases tobe a director of the Company (the “Anniversary Date”), the Company shall cause to be issued a stock certificate (or, in theAdministrator’s discretion, an entry to be made in the books of the Company or its designated agent) representing that number ofshares of Common Stock which is equivalent to the number of restricted stock units set forth in Paragraph 1 above, less any shareswithheld for payment of taxes as provided in Section 4(c) below, and shall deliver such certificate to Participant. Until the issuanceof such shares, Participant shall not be entitled to vote the shares of Common Stock represented by such restricted stock units, shallnot be entitled to receive dividends attributable to such shares of Common Stock, and shall not have any other rights as a stockholderwith respect to such shares.

Alternatively, the Company may, in its sole discretion, pay Participant a lump sum payment, in cash, equal to the Fair MarketValue of that number of shares of Common Stock which is equivalent to the number of restricted stock units set forth in Paragraph 1.Such Fair Market Value shall be determined as of the Anniversary Date. If the Company makes such cash payment, the Participantshall not be entitled to vote the shares of Common Stock represented by such restricted stock units, shall not be entitled to receivedividends attributable to such shares of Common Stock, and shall not have any other rights as a stockholder with respect to suchshares.


a. Employment or Other Relationship. This Agreement shall not confer on Participant any right with respect to continuanceas a director or any other relationship by the Company, nor will it interfere in any way with the right of the Company to terminatesuch employment or relationship. Nothing in this Agreement shall be construed as creating an employment contract or any othercontract for any specified term between Participant and the Company.

b. 280G Limitations. Notwithstanding anything in the Plan, this Agreement or in any other agreement, plan, contract orunderstanding entered into from time to time between Participant and the Company or any of its Subsidiaries to the contrary (exceptan agreement that expressly modifies or excludes the application of this Paragraph 4(b)), the lapse of the risks of forfeiture of thisAward shall not be accelerated in connection with a Change of Control to the extent that such acceleration, taking into account allother rights, payments and benefits to which Participant is entitled under any other plan or agreement, would constitute a “parachutepayment” or an “excess parachute payment” for purposes of Code Sections 280G and 4999, or any successor provisions, and theregulations issued thereunder; provided, however, that the Administrator, in its sole discretion and in accordance with applicablelaw, may modify or exclude the application of this Paragraph 4(b).

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c. Securities Law Compliance. Participant shall not transfer or otherwise dispose of the shares of Stock received pursuant tothis Agreement until such time as counsel to the Company shall have determined that such transfer or other disposition will notviolate any state or federal securities laws. Participant may be required by the Company, as a condition of the effectiveness of thisrestricted stock award, to provide any written assurances that are necessary or desirable in the opinion of the Company and itscounsel to ensure the issuance complies with the applicable securities laws, including that all Stock subject to this Agreement shallbe held until such time that such Stock is registered and freely tradable under applicable state and federal securities laws, forParticipant’s own account without a view to any further distribution thereof, that the book entries or certificates (as applicable) forsuch shares shall bear an appropriate legend or notation to that effect and that such shares will be not transferred or disposed ofexcept in compliance with applicable state and federal securities laws.

d. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment, change ofcontrol, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section 15 of the Plan,certain changes in the number or character of the shares of 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 restricted stock unitssubject to this Award (i.e., Participant shall have such “anti-dilution” rights under the Award with respect to such events, but, subjectto the Administrator’s discretion, shall not have any “preemptive” rights). Any additional restricted stock units that are creditedpursuant to such adjustment shall be subject to the same restrictions as are applicable to the restricted stock units with respect towhich the adjustment relates.

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

f. Withholding Taxes. To permit the Company to comply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and state payroll,income or other taxes attributable to this Award are withheld from any amounts payable by the Company to the Participant. If theCompany is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to theCompany an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior tothe issuance of any certificates for the shares of Stock subject to this Award. 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, bydelivering shares of the Company’s Common Stock, including shares of Common Stock received pursuant to this Award, having aFair Market Value. As of the date the amount of tax to be withheld is determined under applicable tax law, equal to the statutoryminimum amount required to be withheld for tax purposes or such higher amount as is authorized by the Administrator. The

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Participant’s election to deliver shares for purposes of such withholding tax obligations shall be made on or before the date thattriggers such obligations or, if later, the date that the amount of tax to be withheld is determined under applicable tax law.Participant’s election to deliver shares for purposes of such withholding tax obligations shall be irrevocable and shall be approved bythe Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b�3, orany successor provision, as then in effect, of the General Rules and Regulations under the Securities and Exchange Act of 1934, ifapplicable.

g. Nontransferability. No portion of this Award may be assigned or transferred, in whole or in part, other than by will or bythe laws of descent and distribution.

h. 2017 Equity Incentive Plan. The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Planhas been made available to Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in allrespects limited and conditioned as provided in the Plan. All capitalized terms in this Agreement no defined herein shall have themeanings ascribed to them in the Plan. The Plan governs this Award and, in the event of any questions as to the construction of thisAgreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwiseprovides.

i. Lockup Period Limitation. Participant agrees that in the event the Company advises Participant that it plans an underwrittenpublic offering of its Common Stock in compliance with the Securities Act of 1933, as amended, Participant will execute any lock-up agreement the Company and the underwriter(s) deem necessary or appropriate, in their sole discretion, with such public offering.

j. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes anypublic offering of its securities and determines, in its sole discretion, that it is necessary to reduce the number of Restricted StockUnit Awards so as to comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of theCompany may accelerate the vesting of this Award (in full or in part), provided that the Company gives Participant 15 days’ priorwritten notice of such acceleration. Notice shall be deemed given when delivered personally or when deposited in the United Statesmail, first class postage prepaid and addressed to Participant at the address of Participant on file with the Company.

k. Affiliate Compliance. Participant agrees that, if Participant is an “affiliate” of the Company or any Affiliate (as defined inapplicable legal and accounting principles) at the time of a Change of Control, Participant will comply with all requirements of Rule145 of the Securities Act of 1933, as amended, and the requirements of such other legal or accounting principles, and will executeany documents necessary to ensure such compliance.

l. 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(c) and

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Paragraphs 4(i) through 4(k) of this Agreement; provided, however, that failure to so endorse any of such certificates shall not renderinvalid or inapplicable Paragraph 4(c) or Paragraph 4(i) through 4(k).

m. Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns andParticipant and any successor or successors of Participant. This Award is expressly subject to all terms and conditions contained inthe Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant from complying withsuch terms and conditions.

n. Choice of Law. The law of the state of Minnesota shall govern all questions concerning the construction, validity, andinterpretation of this Plan, without regard to that state’s conflict of laws rules.

o. Severability. In the event that any provision of this Agreement shall be held illegal or invalid for any reason, such illegalityor invalidity shall not affect the remaining provisions of this Agreement, and the Agreement shall be construed and enforced as if theillegal or invalid provision had not been included.

p. Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of thisAgreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort toarrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for atleast 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the DistrictCourt of Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of thisAgreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with theprovisions 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 shallhave the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive orexemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, allof its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonableattorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County,Minnesota.

q. Right to Amend. The Company hereby reserves the right to amend this Agreement without Participant’s consent to theextent necessary or desirable to comply with the requirements of Code Section 409A and the regulations, notices and other guidanceof general application issued thereunder.

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[Signature page follows] ACCORDINGLY, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


By:___________________________Name:Title:

________________________________Participant

6

Exhibit 10.4

RESTRICTED STOCK UNIT AGREEMENT


THIS AGREEMENT, made effective as of _______________ ___, 20__ by and between CARDIOVASCULAR SYSTEMS,INC., a Delaware corporation (the “Company”), and ______________ (“Participant”).


WHEREAS, Participant on the date hereof is a nonemployee director of the Company or one of its Subsidiaries; and

WHEREAS, the Company wishes to grant a restricted stock unit award to Participant for shares of the Company’s CommonStock pursuant to the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”); and

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


1. Grant of Restricted Stock Unit Award; Term. The Company hereby grants to Participant on the date set forth above arestricted stock unit award (the “Award”) for ________________ restricted stock units on the terms and conditions set forth herein.Each restricted stock unit shall entitle the Participant to receive either one share of the Company’s Common Stock or a cashpayment, as described in Paragraph 3 below.

2. Immediate Vesting of Restricted Stock Units. The restricted stock units subjectto this Award are fully vested upon grant and shall not be subject to any risk of forfeiture in theevent Participant ceases to be a director of the Company.

3. Issuance of Shares or Payment. Within thirty (30) days after ________, 20__ (the “Settlement Date”), the Company shallcause to be issued a stock certificate (or, in the Administrator’s discretion, an entry to be made in the books of the Company or itsdesignated agent) representing that number of shares of Common Stock which is equivalent to the number of restricted stock unitsset forth in Paragraph 1 above, less any shares withheld for payment of taxes as provided in Section 4(c) below, and shall deliversuch certificate to Participant. Until the issuance of such shares, Participant shall not be entitled to vote the shares of Common Stockrepresented by such restricted stock units, shall not be entitled to receive dividends attributable to such shares of Common Stock, andshall not have any other rights as a stockholder with respect to such shares.

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Alternatively, the Company may, in its sole discretion, pay Participant a lump sum payment, in cash, equal to the Fair MarketValue of that number of shares of Common Stock which is equivalent to the number of restricted stock units set forth in Paragraph 1.Such Fair Market Value shall be determined as of the Settlement Date. If the Company makes such cash payment, the Participantshall not be entitled to vote the shares of Common Stock represented by such restricted stock units, shall not be entitled to receivedividends attributable to such shares of Common Stock, and shall not have any other rights as a stockholder with respect to suchshares.


a. Employment or Other Relationship. This Agreement shall not confer on Participant any right with respect to continuanceas a director or any other relationship by the Company, nor will it interfere in any way with the right of the Company to terminatesuch employment or relationship. Nothing in this Agreement shall be construed as creating an employment contract or any othercontract for any specified term between Participant and the Company.

b. 280G Limitations. Notwithstanding anything in the Plan, this Agreement or in any other agreement, plan, contract orunderstanding entered into from time to time between Participant and the Company or any of its Subsidiaries to the contrary (exceptan agreement that expressly modifies or excludes the application of this Paragraph 4(b)), the lapse of the risks of forfeiture of thisAward shall not be accelerated in connection with a Change of Control to the extent that such acceleration, taking into account allother rights, payments and benefits to which Participant is entitled under any other plan or agreement, would constitute a “parachutepayment” or an “excess parachute payment” for purposes of Code Sections 280G and 4999, or any successor provisions, and theregulations issued thereunder; provided, however, that the Administrator, in its sole discretion and in accordance with applicablelaw, may modify or exclude the application of this Paragraph 4(b).

c. Securities Law Compliance. Participant shall not transfer or otherwise dispose of the shares of Stock received pursuant tothis Agreement until such time as counsel to the Company shall have determined that such transfer or other disposition will notviolate any state or federal securities laws. Participant may be required by the Company, as a condition of the effectiveness of thisrestricted stock award, to provide any written assurances that are necessary or desirable in the opinion of the Company and itscounsel to ensure the issuance complies with the applicable securities laws, including that all Stock subject to this Agreement shallbe held until such time that such Stock is registered and freely tradable under applicable state and federal securities laws, forParticipant’s own account without a view to any further distribution thereof, that the book entries or certificates (as applicable) forsuch shares shall bear an appropriate legend or notation to that effect and that such shares will be not transferred or disposed ofexcept in compliance with applicable state and federal securities laws.

d. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment, change ofcontrol, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section 15 of the Plan,

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certain changes in the number or character of the shares of 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 restricted stock unitssubject to this Award (i.e., Participant shall have such “anti-dilution” rights under the Award with respect to such events, but, subjectto the Administrator’s discretion, shall not have any “preemptive” rights). Any additional restricted stock units that are creditedpursuant to such adjustment shall be subject to the same restrictions as are applicable to the restricted stock units with respect towhich the adjustment relates.


f. Withholding Taxes. To permit the Company to comply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and state payroll,income or other taxes attributable to this Award are withheld from any amounts payable by the Company to the Participant. If theCompany is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to theCompany an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior tothe issuance of any certificates for the shares of Stock subject to this Award. 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, bydelivering shares of the Company’s Common Stock, including shares of Common Stock received pursuant to this Award, having aFair Market Value. As of the date the amount of tax to be withheld is determined under applicable tax law, equal to the statutoryminimum amount required to be withheld for tax purposes or such higher amount as is authorized by the Administrator. TheParticipant’s election to deliver shares for purposes of such withholding tax obligations shall be made on or before the date thattriggers such obligations or, if later, the date that the amount of tax to be withheld is determined under applicable tax law.Participant’s election to deliver shares for purposes of such withholding tax obligations shall be irrevocable and shall be approved bythe Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b�3, orany successor provision, as then in effect, of the General Rules and Regulations under the Securities and Exchange Act of 1934, ifapplicable.

g. Nontransferability. No portion of this Award may be assigned or transferred, in whole or in part, other than by will or bythe laws of descent and distribution.

h. 2017 Equity Incentive Plan. The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which Planhas been made available to Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in allrespects limited and conditioned as provided in the Plan. All capitalized terms in this Agreement no defined herein shall have themeanings ascribed to them in the Plan. The Plan governs this Award and, in the event of any questions as to the construction of thisAgreement or in the event of a conflict

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between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.


j. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes anypublic offering of its securities and determines, in its sole discretion, that it is necessary to reduce the number of Restricted StockUnit Awards so as to comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of theCompany may accelerate the vesting of this Award (in full or in part), provided that the Company gives Participant 15 days’ priorwritten notice of such acceleration. Notice shall be deemed given when delivered personally or when deposited in the United Statesmail, first class postage prepaid and addressed to Participant at the address of Participant on file with the Company.


l. 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(c) andParagraphs 4(i) through 4(k) of this Agreement; provided, however, that failure to so endorse any of such certificates shall not renderinvalid or inapplicable Paragraph 4(c) or Paragraph 4(i) through 4(k).

m. Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns andParticipant and any successor or successors of Participant. This Award is expressly subject to all terms and conditions contained inthe Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant from complying withsuch terms and conditions.


o. Severability. In the event that any provision of this Agreement shall be held illegal or invalid for any reason, such illegalityor invalidity shall not affect the remaining

4

provisions of this Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not beenincluded.

p. Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of thisAgreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort toarrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for atleast 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the DistrictCourt of Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of thisAgreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with theprovisions 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 shallhave the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive orexemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, allof its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonableattorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County,Minnesota.

q. Right to Amend. The Company hereby reserves the right to amend this Agreement without Participant’s consent to theextent necessary or desirable to comply with the requirements of Code Section 409A and the regulations, notices and other guidanceof general application issued thereunder.

[Signature page follows]

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


By:___________________________Name:Title:

________________________________Participant

5

Exhibit 10.5

RESTRICTED STOCK AGREEMENTPERFORMANCE-BASED VESTING


CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”) has engaged Morgan Stanley Smith BarneyLLC (“MSSB”) to maintain an online system to provide secure account access to participants receiving grants (each, a “Participant”)under the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”). Each Participant hasan online account with MSSB with an award summary (the “Award Summary”) disclosing the date of the award, the number ofshares subject to each award and conditions of the vesting of the award. This Agreement sets forth terms and conditions applicable tothose awards set forth in the Award Summary that are subject to performance-based vesting.

W I T N E S E T H:

WHEREAS, the Participant is, on the date of grant set forth in the Award Summary, a key employee, officer or director of, or aconsultant or advisor to, the Company or 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 CommonStock pursuant to the Plan; and



1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on the date set forth in the AwardSummary a restricted stock award (the “Award”) for the number of shares of Common Stock set forth in the Award Summary on theterms and conditions set forth in the Award Summary and this Agreement, which shares are subject to adjustment pursuant toSection 15 of the Plan. The Company shall cause an entry to be made in the books of the Company or its designated agentrepresenting such shares of Common Stock in the Participant’s name. Upon request, the Company shall cause to be issued one ormore stock certificates representing such shares of Common Stock in the Participant’s name, and shall hold such certificate untilsuch time as the risk of forfeiture and other transfer restrictions set forth in this Agreement have lapsed with respect to the sharesrepresented by the certificate. The Company may also place a legend in such book entry or on such certificates describing the risksof forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellation of such certificates if the sharesof Common Stock are forfeited as provided in Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to thisAward have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the

shares represented by such stock certificates, but the Participant shall not have any other rights as a stockholder with respect to suchshares.

2. Vesting of Restricted Stock. For purposes of determining whether the shares of Common Stock subject to this Award shallbe forfeited by the Participant or vested upon the lapse of the risks of forfeiture, the following definitions shall apply:

a. “Peer Group” shall mean that group of companies selected by the Company’s compensation consultant forpurposes of comparing compensation or performance of the Peer Group to that of the Company.

b. “Performance Period” means the period beginning on the July 1 immediately preceding the date of the Award andending on the June 30 immediately following the second anniversary of the date of the Award.

c. “90 Day Average Closing Price Beginning of Period” shall mean the average of the closing prices per share of thecommon stock of the Company or any company in the Peer Group, as applicable, for the 90 consecutive tradingdays prior to the July 1 of the year in which the Award is granted, as reported by NASDAQ, or if such shares arenot traded on NASDAQ, as reported by the principal stock market or automated quotation system on which suchshares are traded.

d. “90 Day Average Closing Price End of Period” shall mean the average of the closing prices per share of thecommon stock of the Company or any company in the Peer Group, as applicable, for the 90 consecutive tradingdays prior to the July 1 immediately following the second anniversary of the date of the Award, as reported byNASDAQ, or if such shares are not traded on NASDAQ, as reported by the principal stock market or automatedquotation system on which such shares are traded.

e. “Total Stockholder Return” shall mean, for either the Company or any company in the Peer Group, as applicable,the product of (i) a fraction, the numerator of which is equal to the 90 Day Average Closing Price End of Periodless the 90 Day Average Closing Price Beginning of Period plus any dividends paid with respect to the commonstock during the Performance Period, and the denominator of which is the 90 day Average Closing PriceBeginning of Period, multiplied by (ii) 100.

f. “Determination Date” shall mean the date the Company’s annual report on Form 10-K for the fiscal year endingon the June 30 immediately following the second anniversary of the date the Award is filed with the Securitiesand Exchange Commission.

The shares of Common Stock subject to this award (the “Shares”) shall vest or be forfeited as of the Determination Date based on theCompany’s Total Stockholder Return as compared to the Peer Group. If the Company’s Total Stockholder Return is less than the25th percentile of the

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range of Total Stockholder Return for all of the companies in the Peer Group, the Participant shall forfeit all of the Shares on theDetermination Date. If the Company’s Total Stockholder Return is equal to or greater than the 25th percentile, but less than or equalto the 50th percentile, of the range of Total Stockholder Return for all of the companies in the Peer Group, the risks of forfeiture shalllapse on the Determination Date with respect to a pro rata portion of the Shares for each percentile point from the 25th percentile tothe 50th percentile, such that the risks of forfeiture shall lapse with respect to 50% of the Shares if the Company’s Total StockholderReturn is equal to the 50th percentile of the range of Total Stockholder Return for all the companies in the Peer Group. If theCompany’s Total Stockholder Return is greater than the 50th percentile of the range of Total Stockholder Return for all of thecompanies in the Peer Group, the risks of forfeiture shall lapse on the Determination Date with respect to 50% of the Shares, plus apro rata portion of the remaining Shares for each percentile point from the 50th percentile to the 85th percentile, such that the risks offorfeiture shall lapse with respect to 100% of the Shares if the Company’s Total Stockholder Return is equal to or greater than the85th percentile of the range of Total Stockholder Return for all the companies in the Peer Group.

Notwithstanding anything in the Plan, the Award Summary or this Agreement to the contrary, the Shares will become fullyvested upon a Change of Control.

3. Termination of Employment or Other Relationship. Unless the Executive Severance Plan provides for vesting that ismore beneficial to the Participant (in which case the Executive Severance Plan will control), if the Participant’s employment or otherrelationship with the Company (or a Subsidiary of the Company) ceases at any time prior to the Determination Date for any reason,other than for cause but including the Participant’s voluntary resignation or retirement, the Participant shall be entitled to receive afraction of the shares that Participant would have been entitled to receive pursuant to Section 2 above if such employment or otherrelationship had not ceased, which fraction shall have a numerator equal to the number of full months in the Performance Period thatParticipant was employed by, or maintained a relationship with, the Company, and a denominator equal to 36. The Participant shallon the Determination Date forfeit all other Shares subject to this Award.


a. Employment or Other Relationship. This Agreement shall not confer on the Participant any right with respect tocontinuation of employment or other relationship by the Company, nor will it interfere in any way with the right of the Company toterminate such employment or relationship. Nothing in this Agreement shall be construed as creating an employment or servicecontract for any specified term between Participant and the Company.

b. 280G Limitations. Notwithstanding anything in the Plan, this Agreement or in any other agreement, plan, contract orunderstanding entered into from time to time between Participant and the Company or any of its Subsidiaries to the contrary (exceptan agreement that expressly modifies or excludes the application of this Paragraph 4(b)), the lapse of the risks of forfeiture of thisAward shall not be accelerated in connection with a Change of Control to the extent that such acceleration, taking into account allother rights, payments and benefits to which Participant is entitled under any other plan or agreement, would constitute a “parachutepayment” or an “excess parachute payment” for purposes of Sections 280G and 4999

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of the Internal Revenue Code of 1986, as amended, or any successor provisions, and the regulations issued thereunder; provided,however, that the Administrator, in its sole discretion and in accordance with applicable law, may modify or exclude the applicationof this Paragraph 4(b).

c. Securities Law Compliance. Participant shall not transfer or otherwise dispose of the shares of Common Stock receivedpursuant to this Agreement until such time as counsel to the Company shall have determined that such transfer or other dispositionwill not violate any state or federal securities laws. The Participant may be required by the Company, as a condition of theeffectiveness of this restricted stock award, to provide any written assurances that are necessary or desirable in the opinion of theCompany and its counsel to ensure the issuance complies with the applicable securities laws, including that all Common Stocksubject to this Agreement shall be held until such time that such Common Stock is registered and freely tradable under applicablestate and federal securities laws, for Participant’s own account without a view to any further distribution thereof, that the bookentries or certificates (as applicable) for such shares shall bear an appropriate legend or notation to that effect and that such shareswill be not transferred or disposed of except in compliance with applicable state and federal securities laws.

d. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment, change ofcontrol, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section 15 of the Plan,certain changes in the number or character of the shares of capital 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 (i.e.,Participant shall have such “anti-dilution” rights under the Award with respect to such events, but, subject to the Administrator’sdiscretion, shall not have any “preemptive” rights). Any additional shares that are credited pursuant to such adjustment shall besubject to the same restrictions as are applicable to the shares with respect to which the adjustment relates.


f. Withholding Taxes. To permit the Company to comply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and state payroll,income or other taxes attributable to this Award are withheld from any amounts payable by the Company to the Participant. If theCompany is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to theCompany an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior tothe transfer of any certificates for the shares of Common Stock subject to this Award. Subject to such rules as the Administrator mayadopt, the Administrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part,by delivering shares of Common Stock, including shares of Common Stock received pursuant to this Award, having a Fair MarketValue, as of the date the amount of tax to be withheld is determined under applicable

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tax law, equal to the statutory minimum amount required to be withheld for tax purposes or such higher amount as is authorized bythe Administrator. Participant’s election to deliver shares for purposes of such withholding tax obligations shall be made on or beforethe date that triggers such obligations or, if later, the date that the amount of tax to be withheld is determined under applicable taxlaw. Participant’s election to deliver shares for purposes of such withholding tax obligations shall be irrevocable and shall beapproved by the Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule16b-3 or any successor provision, as then in effect, of the General Rules and Regulations under the Securities and Exchange Act of1934, if applicable.

g. Nontransferability. No portion of this Award for which the risks of forfeiture have not lapsed may be assigned ortransferred, in whole or in part, other than by will or by the laws of descent and distribution.

h. 2017 Equity Incentive Plan. The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which hasbeen made available to the Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in allrespects limited and conditioned as provided in the Plan. All capitalized terms in this Agreement not defined herein shall have themeanings ascribed to them in the Plan. The Plan governs this Award and, in the event of any questions as to the construction of thisAgreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwiseprovides.


j. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes anypublic offering of its securities and determines, in its sole discretion, that it is necessary to reduce the number of Restricted StockAwards so as to comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of theCompany may accelerate the vesting of this Award (in full or in part), provided that the Company gives Participant 15 days’ priorwritten notice of such acceleration. Notice shall be deemed given when delivered personally or when deposited in the United Statesmail, first class postage prepaid and addressed to Participant at the address of Participant on file with the Company.


l. 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

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successors) shall bear an appropriate legend to reflect the restrictions of Paragraph 4(c) and Paragraphs 4(i) through 4(k) of thisAgreement; provided, however, that failure to so endorse any of such certificates shall not render invalid or inapplicable Paragraph4(c) or Paragraph 4(i) through 4(k).

m. Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns andof the Participant and any successor or successors of the Participant. This Award is expressly subject to all terms and conditionscontained in the Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant fromcomplying with such terms and conditions.


o. Severability. In the event that any provision of this Plan shall be held illegal or invalid for any reason, such illegality orinvalidity shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal orinvalid provision had not been included.

p. Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of thisAgreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort toarrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for atleast 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the DistrictCourt for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of thisAgreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with theprovisions 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 shallhave the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive orexemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, allof its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonableattorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County,Minnesota.

ACCORDINGLY, by accepting the Award, the Participant acknowledges and agrees to all of the terms and conditions set forthin the Award Summary and this Agreement.

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Exhibit 10.6

RESTRICTED STOCK AGREEMENTTIME-BASED VESTING


CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”) has engaged Morgan Stanley Smith BarneyLLC (“MSSB”) to maintain an online system to provide secure account access to participants receiving grants (each, a “Participant”)under the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”). Each Participant hasan online account with MSSB with an award summary (the “Award Summary”) disclosing the date of the award, the number ofshares subject to each award and conditions of the vesting of the award. This Agreement sets forth terms and conditions applicable tothose awards set forth in the Award Summary that are subject to time-based vesting.



WHEREAS, the Company wishes to grant a restricted stock award to the Participant for shares of the Company’s CommonStock pursuant to the Plan; and



1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on the date set forth in the AwardSummary a restricted stock award (the “Award”) for the number of shares of Common Stock set forth in the Award Summary on theterms and conditions set forth in the Award Summary and this Agreement, which shares are subject to adjustment pursuant toSection 15 of the Plan. The Company shall cause an entry to be made in the books of the Company or its designated agentrepresenting such shares of Common Stock in the Participant’s name. Upon request, the Company shall cause to be issued one ormore stock certificates representing such shares of Common Stock in the Participant’s name, and shall hold such certificate untilsuch time as the risk of forfeiture and other transfer restrictions set forth in this Agreement have lapsed with respect to the sharesrepresented by the certificate. The Company may also place a legend in such book entry or on such certificates describing the risksof forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellation of such certificates if the sharesof Common Stock are forfeited as provided in Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to thisAward

have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the shares represented by such stockcertificates, but the Participant shall not have any other rights as a stockholder with respect to such shares.

2. Vesting of Restricted Stock. The shares of Common Stock subject to this Award shall remain forfeitable until the risks offorfeiture lapse according to the vesting schedule set forth in the Award Summary. Notwithstanding anything in the Plan, the AwardSummary or this Agreement to the contrary, the shares of Common Stock subject to this Award will become fully vested upon aChange of Control.

3. Termination of Employment or Other Relationship. If the Participant’s employment or other relationship with theCompany (or a Subsidiary of the Company) ceases at any time for any reason, including the Participant’s voluntary resignation orretirement, the Participant shall immediately forfeit all shares of Common Stock subject to this Award that have not yet vested andfor which the risks of forfeiture have not lapsed. 4. General Provisions.

a. Employment or Other Relationship. This Agreement shall not confer on the Participant any right with respect tocontinuation of employment or other relationship by the Company, nor will it interfere in any way with the right of the Company toterminate such employment or relationship. Nothing in this Agreement shall be construed as creating an employment or servicecontract for any specified term between Participant and the Company.

b. 280G Limitations. Notwithstanding anything in the Plan, this Agreement or in any other agreement, plan, contract orunderstanding entered into from time to time between Participant and the Company or any of its Subsidiaries to the contrary (exceptan agreement that expressly modifies or excludes the application of this Paragraph 4(b)), the lapse of the risks of forfeiture of thisAward shall not be accelerated in connection with a Change of Control to the extent that such acceleration, taking into account allother rights, payments and benefits to which Participant is entitled under any other plan or agreement, would constitute a “parachutepayment” or an “excess parachute payment” for purposes of Sections 280G and 4999 of the Internal Revenue Code of 1986, asamended, or any successor provisions, and the regulations issued thereunder; provided, however, that the Administrator, in its solediscretion and in accordance with applicable law, may modify or exclude the application of this Paragraph 4(b).

c. Securities Law Compliance. Participant shall not transfer or otherwise dispose of the shares of Common Stock receivedpursuant to this Agreement until such time as counsel to the Company shall have determined that such transfer or other dispositionwill not violate any state or federal securities laws. The Participant may be required by the Company, as a condition of theeffectiveness of this restricted stock award, to provide any written assurances that are necessary or desirable in the opinion of theCompany and its counsel to ensure the issuance complies with the applicable securities laws, including that all Common Stocksubject to this Agreement shall be held until such time that such Common Stock is registered and freely tradable under applicablestate and federal securities laws, for Participant’s own account without

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a view to any further distribution thereof, that the book entries or certificates (as applicable) for such shares shall bear an appropriatelegend or notation to that effect and that such shares will be not transferred or disposed of except in compliance with applicable stateand federal securities laws.

d. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment, change ofcontrol, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section 15 of the Plan,certain changes in the number or character of the shares of capital 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 (i.e.,Participant shall have such “anti-dilution” rights under the Award with respect to such events, but, subject to the Administrator’sdiscretion, shall not have any “preemptive” rights). Any additional shares that are credited pursuant to such adjustment shall besubject to the same restrictions as are applicable to the shares with respect to which the adjustment relates.


f. Withholding Taxes. To permit the Company to comply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and state payroll,income or other taxes attributable to this Award are withheld from any amounts payable by the Company to the Participant. If theCompany is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to theCompany an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior tothe transfer of any certificates for the shares of Common Stock subject to this Award. Subject to such rules as the Administrator mayadopt, the Administrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part,by delivering shares of Common Stock, including shares of Common Stock received pursuant to this Award, having a Fair MarketValue, as of the date the amount of tax to be withheld is determined under applicable tax law, equal to the statutory minimumamount required to be withheld for tax purposes or such higher amount as is authorized by the Administrator. Participant’s electionto deliver shares for purposes of such withholding tax obligations shall be made on or before the date that triggers such obligationsor, if later, the date that the amount of tax to be withheld is determined under applicable tax law. Participant’s election to delivershares for purposes of such withholding tax obligations shall be irrevocable and shall be approved by the Administrator andotherwise 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.

g. Nontransferability. No portion of this Award for which the risks of forfeiture have not lapsed may be assigned ortransferred, in whole or in part, other than by will or by the laws of descent and distribution.

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h. 2017 Equity Incentive Plan. The Award evidenced by this Agreement is granted pursuant to the Plan, a copy of which hasbeen made available to the Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in allrespects limited and conditioned as provided in the Plan. All capitalized terms in this Agreement not defined herein shall have themeanings ascribed to them in the Plan. The Plan governs this Award and, in the event of any questions as to the construction of thisAgreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwiseprovides.


j. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes anypublic offering of its securities and determines, in its sole discretion, that it is necessary to reduce the number of Restricted StockAwards so as to comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of theCompany may accelerate the vesting of this Award (in full or in part), provided that the Company gives Participant 15 days’ priorwritten notice of such acceleration. Notice shall be deemed given when delivered personally or when deposited in the United Statesmail, first class postage prepaid and addressed to Participant at the address of Participant on file with the Company.


l. 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(c) andParagraphs 4(i) through 4(k) of this Agreement; provided, however, that failure to so endorse any of such certificates shall not renderinvalid or inapplicable Paragraph 4(c) or Paragraph 4(i) through 4(k).

m. Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns andof the Participant and any successor or successors of the Participant. This Award is expressly subject to all terms and conditionscontained in the Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant fromcomplying with such terms and conditions.

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o. Severability. In the event that any provision of this Plan shall be held illegal or invalid for any reason, such illegality orinvalidity shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal orinvalid provision had not been included.

p. Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of thisAgreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort toarrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for atleast 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the DistrictCourt for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of thisAgreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with theprovisions 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 shallhave the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive orexemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, allof its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonableattorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County,Minnesota.

ACCORDINGLY, by accepting the Award, the Participant acknowledges and agrees to all of the terms and conditions set forthin the Award Summary and this Agreement.

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Exhibit 10.7

[INCENTIVE][NONQUALIFIED] STOCK OPTION AGREEMENT

CARDIOVASCULAR SYSTEMS, INC.AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN

CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”), has engaged Morgan Stanley Smith BarneyLLC (“MSSB”) to maintain an online system to provide secure account access to participants receiving grants (each, a “Participant”)under the Company’s Amended and Restated 2017 Equity Incentive Plan (as the same may be amended from time to time, the“Plan”). Each Participant has an online account with MSSB with an award summary (the “Award Summary”) disclosing the date ofthe award, the number of shares subject to each award and conditions of the vesting of the award. This Agreement sets forth termsand conditions applicable to those awards set forth in the Award Summary that are options to purchase shares of the Company’sCommon Stock and that are to be treated as [incentive][nonqualified] stock options.



WHEREAS, the Company wishes to grant [an incentive][a nonqualified] stock option to Participant to purchase shares of theCompany’s Common Stock pursuant to the Plan; and

WHEREAS, the Administrator of the Plan has authorized the grant of [an incentive][a nonqualified] stock option to Participant.


1. Grant of Option. The Company hereby grants to Participant on the date set forth in the Award Summary (the “Date ofGrant”) the right and option (the “Option”) to purchase all or portions of an aggregate of the number of shares of Common Stock setforth in the Award Summary at a per share price set forth in the Award Summary on the terms and conditions set forth in the AwardSummary and this Agreement, and subject to adjustment pursuant to Section 15 of the Plan. The Administrator of the Plan hasdetermined that, as of the Date of Grant, the fair market value of the Company’s Common Stock is equal to the per share price setforth in the Award Summary. [This Option is intended to be an incentive stock option within the meaning of Section 422, or anysuccessor provision, of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, to the extentpermitted under Code Section 422(d).] [This Option is a nonqualified stock option and will not be treated as an incentive stockoption, 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 the date set forth in the Award Summary,except as otherwise provided in Paragraphs 2(b) through 2(d) below. This Option shall become exercisable according to the scheduleset forth in the Award Summary. Once the Option becomes exercisable to the extent of one hundred percent (100%) of the aggregatenumber of shares specified in Paragraph 1, Participant may continue to exercise this Option under the terms and conditions of theAward Summary and this Agreement until the termination of the Option as provided herein. If Participant does not purchase upon anexercise of this Option the full number of shares that Participant is then entitled to purchase, Participant may purchase upon anysubsequent exercise prior to this Option’s termination such previously unpurchased shares in addition to those Participant isotherwise entitled to purchase. Notwithstanding anything in the Plan, the Award Summary or this Agreement to the contrary, thisOption shall become fully vested and exercisable upon a Change of Control.

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

c. Disability. If Participant ceases to be an employee, a consultant, or a nonemployee director of the Company or anySubsidiary because of disability (as defined in Code Section 22(e), or any successor provision), this Option shall completelyterminate on the earlier of (i) the close of business on the 12-month anniversary of the date of termination of Participant’srelationship, and (ii) the expiration date of this Option stated in the Award Summary. In such period following such termination ofParticipant’s relationship, this Option shall be exercisable only to the extent the Option was exercisable on the vesting dateimmediately preceding the date on which Participant’s relationship with the Company or Subsidiary has terminated, but had notpreviously been exercised. To the extent this Option was not exercisable upon the termination of such relationship, or if Participantdoes not exercise the Option within the time specified in this Paragraph 2(c), all rights of Participant under this Option shall beforfeited.

d. Death. In the event of Participant’s death, this Option shall terminate on the earlier of (i) the close of business on the 12-month anniversary of the date of Participant’s death, and (ii) the expiration date of this Option stated in the Award Summary. In suchperiod

2

following Participant’s death, this Option may be exercised by the person or persons to whom Participant’s rights under this Optionshall have passed by Participant’s will or by the laws of descent and distribution only to the extent the Option was exercisable on thevesting date immediately preceding the date of Participant’s death, but had not previously been exercised. To the extent this Optionwas not exercisable upon the date of Participant’s death, or if such person or persons fail to exercise this Option within the timespecified 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), subjectto the conditions of the Plan and subject to such other administrative rules as the Administrator may deem advisable, by deliveringwithin the option period written notice of exercise in accordance with the instructions in the Participant’s MSSB account. The noticeshall state the number of shares as to which the Option is being exercised and shall be accompanied by payment in full of the optionprice for all shares designated in the notice. The exercise of the Option shall be deemed effective upon receipt of such notice by theCompany and upon payment that complies with the terms of the Plan and this Agreement. The Option may be exercised with respectto any number or all of the shares as to which it can then be so exercised and, if partially exercised, may be exercised as to theunexercised 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 theform of cash, personal check, certified check or previously acquired shares of Common Stock of the Company, any other method setforth in Section 8 of the Plan, or any combination thereof. Any stock so tendered as part of such payment shall be valued at its FairMarket Value as provided in the Plan. For purposes of this Agreement, “previously acquired shares of Common Stock” shall includeshares 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, the Companyshall cause an entry to be made in the books of the Company or its designated agent representing the shares of Common Stockpurchased and recording Participant as the owner of such shares. Upon request, the Company shall cause to be issued one or morestock certificates representing such shares of Common Stock in the Participant’s name. The Company may also place a legend insuch book entry or on such certificates describing the transfer restrictions set forth in this Agreement.


a. Employment or Other Relationship; Rights as Stockholder. This Agreement shall not confer on the Participant any rightwith respect to continuation of employment or other relationship by the Company, nor will it interfere in any way with the right ofthe Company to terminate such employment or relationship. Nothing in this Agreement shall be construed as creating anemployment or service contract for any specified term between Participant and the Company. Participant shall have no rights as astockholder with respect to

3

shares subject to this Option until such shares have been issued to Participant upon exercise of this Option. No adjustment shall bemade for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for whichthe record date is prior to the date such shares are issued, except as provided in Section 15 of the Plan.

b. 280G Limitations. Notwithstanding anything in the Plan, this Agreement or in any other agreement, plan, contract orunderstanding entered into from time to time between Participant and the Company or any of its Subsidiaries to the contrary (exceptan agreement that expressly modifies or excludes the application of this Paragraph 4(b)), this Option shall not be accelerated inconnection with a Change of Control to the extent that such acceleration, taking into account all other rights, payments and benefitsto which Participant is entitled under any other plan or agreement, would constitute a “parachute payment” or an “excess parachutepayment” for purposes of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or any successor provisions,and the regulations issued thereunder; provided, however, that the Administrator, in its sole discretion and in accordance withapplicable law, may modify or exclude the application of this Paragraph 4(b).

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

d. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically provided in any employment, change ofcontrol, severance or similar agreement executed by the Participant and the Company, pursuant and subject to Section 15 of the Plan,certain changes in the number or character of the capital 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 inan 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).

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

f. Withholding Taxes. To permit the Company to comply with all applicable federal and state income tax laws or regulations,the Company may take such action as it deems appropriate to ensure that, if necessary, all applicable federal and state payroll,

4

income or other taxes attributable to this Option are withheld from any amounts payable by the Company to the Participant. If theCompany is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to theCompany an amount equal to the amount the Company would otherwise be required to withhold under federal or state law prior tothe transfer of any certificates for the shares of Common Stock subject to this Option. Subject to such rules as the Administrator mayadopt, the Administrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part,by delivering shares of Common Stock, including shares of Common Stock received pursuant to this Option, having a Fair MarketValue, as of the date the amount of tax to be withheld is determined under applicable tax law, equal to the statutory minimumamount required to be withheld for tax purposes or such higher amount as is authorized by the Administrator. Participant’s electionto deliver shares for purposes of such withholding tax obligations shall be made on or before the date that triggers such obligationsor, if later, the date that the amount of tax to be withheld is determined under applicable tax law. Participant’s election to delivershares for purposes of such withholding tax obligations shall be irrevocable and shall be approved by the Administrator andotherwise 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.

g. Nontransferability. During the lifetime of Participant, the accrued Option shall be exercisable only by Participant or by theParticipant’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.

h. 2017 Equity Incentive Plan. The Option evidenced by this Agreement is granted pursuant to the Plan, a copy of which hasbeen made available to the Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in allrespects limited and conditioned as provided in the Plan. All capitalized terms in this Agreement not defined herein shall have themeanings ascribed to them in the Plan. The Plan governs this Option and, in the event of any questions as to the construction of thisAgreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwiseprovides.


j. Blue Sky Limitation. Notwithstanding anything in this Agreement to the contrary, in the event the Company makes anypublic offering of its securities and it is determined that it is necessary to reduce the number of issued but unexercised stock purchaserights so as to comply with any state securities or Blue Sky law limitations with respect thereto, and such determination is affirmedby the Board of Directors, unless the Board of Directors determines otherwise, (i) the exercisability of this Option and the date onwhich this Option must

5

be exercised shall be accelerated, provided that the Company agrees to give Participant 15 days’ prior written notice of suchacceleration, and (ii) any portion of this Option or any other option granted to Participant pursuant to the Plan that is not exercisedprior to or contemporaneously with such public offering shall be canceled. Notice shall be deemed given when delivered personallyor when deposited in the United States mail, first class postage prepaid and addressed to Participant at the address of Participant onfile with the Company.


l. 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(c) andParagraphs 4(i) through 4(k) of this Agreement; provided, however, that failure to so endorse any of such certificates shall not renderinvalid or inapplicable Paragraph 4(c) or Paragraphs 4(i) through 4(k).

m. Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns andof the Participant and any successor or successors of the Participant. This Option is expressly subject to all terms and conditionscontained in the Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant fromcomplying with such terms and conditions.

n. Choice of Law. The law of the state of Minnesota shall govern all questions concerning the construction, validity, andinterpretation of this Agreement, without regard to that state’s conflict of laws rules.

o. Severability. In the event that any provision of this Agreement shall be held illegal or invalid for any reason, such illegalityor invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as ifthe illegal or invalid provision had not been included.

p. Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of thisAgreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort toarrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall besettled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for atleast 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the DistrictCourt for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of thisAgreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are

6

inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents andtaking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of suchdispute. 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, asdetermined 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 shallbe Hennepin County, Minnesota.

ACCORDINGLY, by accepting this award, the Participant acknowledges and agrees to all of the terms and conditions set forthin the Award Summary and this Agreement.

7

Exhibit 10.8

FIRST Amendmentto

Loan and security agreement

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of March, 2020, byand between Silicon Valley Bank (“Bank”) and CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (“Borrower”).

Recitals

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of March 31, 2017 (as the same may from time to time beamended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditionsand in reliance upon the representations and warranties set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is herebyacknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in theLoan Agreement.

2. Amendments to Loan Agreement.

a.� Section 2.4 (Interest Rate). Subsection (a) of Section 2.4 is deleted in its entirety and replaced with thefollowing:

“ (a) Interest Rate. Subject to Section 2.4(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating perannum rate equal to the Prime Rate minus three quarters of one percent (0.75%), which interest rate shall be payable monthly in accordance withSection 2.4(d) below.”

b.� Section 2.5 (Fees). Subsections (b) and (c) of Section 2.5 are deleted in their entirety and replaced with thefollowing:

“ (b) Termination Fee. Upon termination of this Agreement or the termination of the Revolving Line for any reason prior to the date that isfifteen (15) days prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in anamount equal to three percent (3.00%) of the Revolving Line; provided that no termination fee shall be charged if the credit facility hereunder isreplaced with a new facility from Bank;

(c) Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of the quarter in which the Effective Date occurs,on the last day of each quarter occurring thereafter prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee(the “Unused Revolving Line Facility Fee”) in an amount equal to fifteen one hundredths of one percent (0.15%) per annum of the averageunused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth inSection 2.4(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shallequal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Lineoutstanding;”

c.� Section 5.3 (Accounts Receivable). The caption to Section 5.3 is deleted in its entirety and replaced with“Accounts Receivable”.

d.� Section 5.3 (Accounts Receivable). Subsection (c) of Section 5.3 is deleted in its entirety and intentionallyomitted.

e.� Section 6.2 (Financial Statements, Reports, Certificates). Subsection (e) of Section 6.2 is deleted in itsentirety and replaced with the following:

“ (e) Compliance Certificates. Concurrently with delivery of the financial statements referenced in Section 6.2(c) (to the extent required to bedelivered thereunder) and 6.2(d), a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of suchmonth or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forthcalculations showing compliance with the financial covenants set forth in this Agreement, if applicable, and such other information as Bank mayreasonably request, including, without limitation, a statement that at the end of such month or quarter, as applicable, there were no held checks;”

f.� Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2 is amended by (i) relettering subsection(k) as subsection (l) and (ii) inserting the following new subsection (k):

“ (k) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrowerunderstands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatoryobligations to obtain, verify and record information about the beneficial owners of its legal entity customers; and”

g.� Section 6.8 (Operating Accounts). Section 6.8 is deleted in its entirety and replaced with the following:

“Section 6.8 (Operating Accounts).

(a) Borrower shall maintain all of its operating accounts and excess cash with Bank or Bank’s Affiliates.

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with anybank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at anytime

maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which anyCollateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument withrespect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the termshereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisionsof the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and otheremployee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank byBorrower as such.

(c) Borrower shall obtain any letters of credit, Cash Management Services and business credit cards exclusively from Bank; provided however, for theavoidance of doubt, Cash Management Services shall not include Borrower’s use of RegalPay software or other similar payment automationsoftware.”

h.� Section 6.12 (Formation or Acquisition of Subsidiaries). Section 6.12 is deleted in its entirety and replaced

with the following:

“6.12 Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date(including, without limitation, pursuant to a Division), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to thisAgreement to cause such Subsidiary to become a co-borrower hereunder together with such appropriate financing statements and/or ControlAgreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank, for itself and as agent for eachSecured Swap Provider, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b)provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in suchnew Subsidiary, in form and substance reasonably satisfactory to Bank; and (c) provide to Bank all other documentation in form and substancesatisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to theexecution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuantto this Section 6.12 shall be a Loan Document and shall secure or guaranty (as applicable) all of the Obligations owing to Bank and any SecuredSwap Provider.”

i.� Section 6.15 (Online Banking). Section 6.15 is deleted in its entirety and replaced with the following:

“6.15 Online Banking.

(a) Utilize Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and withoutrequest by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval forexceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered by thisAgreement (including, without limitation, those described in Section 6.2 of this Agreement).

(b) Comply with the terms of Bank’s Online Banking Agreement as in effect from time to time and ensure that all persons utilizingBank’s online banking platform are duly authorized to do so by an Administrator. Bank shall be entitled to assume the

authenticity, accuracy and completeness on any information, instruction or request for a Credit Extension submitted via Bank’s onlinebanking platform and to further assume that any submissions or requests made via Bank’s online banking platform have been dulyauthorized by an Administrator.”

j.� Section 7.1 (Dispositions). Section 7.1 is deleted in its entirety and replaced with the following:

“7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division)(collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) ofInventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longereconomically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and PermittedInvestments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting ofBorrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other LoanDocuments; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; and (g)relating to the Permitted Sale and Leaseback Transaction.”

k.� Section 7.3 (Mergers or Acquisitions). Section 7.3 is deleted in its entirety and replaced with the following:

“7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, oracquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, withoutlimitation, by the formation of any Subsidiary or pursuant to a Division), except for Permitted Acquisitions. A Subsidiary may merge orconsolidate into another Subsidiary or into Borrower.”

l.� Section 10 (Notices). The email address stated “[email protected]” appearing in Section 10 is herebydeleted and replaced with “[email protected]”.

m.� The contact information for the Bank’s counsel set forth in Section 10 is hereby deleted in its entirety andreplaced with the following:

“Morrison & Foerster LLP200 Clarendon Street, 20th FloorBoston, Massachusetts 02116Attention: Charles W. Stavros, Esq.

E-Mail: [email protected]”

n.� Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 aredeleted in their entirety and replaced with the following:

“ “Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person,any Person that controls or is controlled by or is under common control with the Person, and each of that Person’ssenior executive officers, directors, partners and, for any Person that is a limited liability

company, that Person’s managers and members. For purposes of the definition of Eligible Accounts, Affiliate shallinclude a Specified Affiliate.”

“ “Borrowing Base” is eighty-five percent (85%) of Eligible Accounts; provided, however, during a StreamlinePeriod, the Borrowing Base shall be Fifty Million Dollars ($50,000,000), in each case as determined by Bank fromBorrower’s most recent Borrowing Base Report (and as may subsequently be updated by Bank in Bank’s solediscretion based upon information received by Bank including, without limitation, Accounts that are paid and/orbilled following the date of the Borrowing Base Report); provided, however, that Bank has the right to decrease theforegoing amount and/or percentages in its good faith business judgment to mitigate the impact of events, conditions,contingencies, or risks which may adversely affect the Collateral or its value.”

“ “Borrowing Base Report” is that certain report of the value of certain Collateral in the form specified by Bank to Borrower from time totime.”

“ “Revolving Line” is an aggregate principal amount equal to Fifty Million Dollars ($50,000,000).”

“ “Revolving Line Maturity Date” is March 31, 2022.”

o.� Section 13 (Definitions). The following new defined terms are hereby inserted alphabetically in Section 13.1:

“ “Administrator” is an individual that is named:

(a) as an “Administrator” in the “SVB Online Services” form completed by Borrower with the authority to determine whowill be authorized to use SVB Online Services (as defined in Bank’s Online Banking Agreement as in effect from time to time) onbehalf of Borrower; and

(b) as an Authorized Signer of Borrower in an approval by the Board.”

“ “Division” means, in reference to any Person which is an entity, the division of such Person into two (2) or more separate Persons, with thedividing Person either continuing or terminating its existence as part of such division, including, without limitation, as contemplated underSection 18-217 of the Delaware Limited Liability Company Act for limited liability companies formed under Delaware law, or any analogousaction taken pursuant to any other applicable law with respect to any corporation, limited liability company, partnership or other entity.”

“ “First Amendment Effective Date” is March 26, 2020.”

“ “Specified Affiliate” is any Person (a) more than ten percent (10.0%) of whose aggregate issued and outstanding equity or ownershipsecurities or interests, voting, non-voting or both, are owned or held directly or indirectly, beneficially or of record, by Borrower, and/or (b)whose equity or ownership securities or interests representing more than ten percent (10.0%) of such Person’s total outstanding combined votingpower are owned or held directly or indirectly, beneficially or of record, by Borrower.”

p.� Section 13 (Definitions). Subsection (f) of the definition of “Permitted Acquisition” or “Permitted Acquisitions”in Section 13.1 are deleted in their entirety:

“ (f) the total consideration, including cash and the value of any non-cash consideration for all such Acquisitions, doesnot exceed Fifty Million Dollars ($50,000,000) in the aggregate;”

q.� Section 13 (Definitions). The following defined term set forth in Section 13.1 is deleted in its entirety:

“ “Eligible Inventory” means Inventory that meets all of Borrower’s representations and warranties in Section 5.3(c)and is otherwise acceptable to Bank in all respects.”

r.� Exhibit C. The Borrowing Base Report (as defined in the Loan Agreement until the date of this Amendment)appearing as Exhibit C to the Loan Agreement is deleted in its entirety and replaced with the following: “Exhibit C – IntentionallyOmitted”.

3. Limitation of Amendments.

a.� Subject to Section 5 hereof, the amendments set forth in Section 2, above, are effective for the purposes set forthherein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver ormodification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank maynow have or may have in the future under or in connection with any Loan Document.

b.� This Amendment shall be construed in connection with and as part of the Loan Documents and all terms,conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended(including, without limitation, pursuant to the Updated Perfection Certificate), are hereby ratified and confirmed and shall remain infull force and effect.

4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents andwarrants to Bank as follows:

a.� Immediately after giving effect to this Amendment (a) the representations and warranties contained in the LoanDocuments are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations andwarranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurredand is continuing;

b.� Borrower has the power and authority to execute and deliver this Amendment and to perform its obligationsunder the Loan Agreement, as amended by this Amendment;

c.� The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate andcomplete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

d.� The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligationsunder the Loan Agreement, as amended by this Amendment, have been duly authorized;

e.� The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligationsunder the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on oraffecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any courtor other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documentsof Borrower;

f.� The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligationsunder the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization orvalidation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivisionthereof, binding on Borrower, except as already has been obtained or made; and

g.� This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower,enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affectingcreditors’ rights.

5. Updated Perfection Certificate. Borrower has delivered an updated Perfection Certificate dated as of March 26,2020 (the “Updated Perfection Certificate”), which Updated Perfection Certificate shall supersede in all respects that certainPerfection Certificate delivered to Bank dated as of the Effective Date. Borrower and Bank acknowledge and agree that allreferences in the Loan Agreement to the “Perfection Certificate” shall hereinafter be deemed to be a reference to the UpdatedPerfection Certificate.

6. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter andsupersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, andnegotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into thisAmendment and the Loan Documents.

7. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts takentogether shall be deemed to constitute one and the same instrument.

8. Right of Set-Off. In consideration of Bank’s agreement to enter into this Amendment, Borrower hereby reaffirms andhereby grants to Bank, a lien, security interest and right of set off as security for all Obligations to Bank, whether nowexisting or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession,custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit toany of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice,Bank may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even thoughunmatured and regardless of the adequacy of any other collateral securing the loan. ANY AND ALL RIGHTS TO REQUIREBANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICHSECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCHDEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILYAND IRREVOCABLY WAIVED.

9. Effectiveness. As a condition precedent to the effectiveness of this Amendment and the Bank’s obligation to makefurther Advances under the Revolving Line, Bank shall have received the following documents prior to or concurrently withthis Amendment, each in form and substance reasonably satisfactory to Bank:

a.� this Amendment duly executed on behalf of Borrower;

b.� the Borrowing Resolutions;

c.� a good standing certificate of Borrower, certified by the jurisdiction of formation of Borrower, dated as of a dateno earlier than thirty (30) days prior to the date hereof;

d.� certified copies, dated as of a recent date, of financing statement and other lien searches of Borrower, which shallbe obtained by Bank, accompanied by written evidence (including any Uniform Commercial Code termination statements) that theLiens revealed in any such searched either (i) will be terminated prior to or in connection with this Amendment, or (ii) will constitutePermitted Liens;

e.� evidence reasonably satisfactory to Bank that the insurance policies required pursuant to Section 6.7 of the LoanAgreement are in full force and effect;

f.� Borrower’s payment of Bank’s reasonable and documented legal fees and expenses incurred in connection withthis Amendment; and

g.� such other documents as Bank may reasonably request to effectuate the terms of this Amendment.

10. Post-Closing Requirement. Within thirty (30) days after the date hereof, Borrower shall deliver to Bank evidencereasonably satisfactory to Bank that the insurance endorsements required by Section 6.7 of the Loan Agreement are in full force andeffect. Failure

to comply with the foregoing requirement within the time period noted shall constitute an Event of Default for which no grace orcure period shall apply.

[Signature page follows.]

In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK BORROWER

Silicon Valley Bank

By: _/s/ Tom Hertzberg_______________

Name: Tom Hertzberg

Title: Managing Director


By: _/s/ Jeffrey Points________________

Name: Jeffrey Points

Title: Chief Financial Officer

Exhibit 10.9

AMENDMENT NO. 2TO

SUPPLY AGREEMENT

This Amendment is made effective as of the last date indicated on the signature page hereto, by and between CardiovascularSystems, Inc. (“CSI”) and Fresenius Kabi AB (“FRESENIUS”).

WHEREAS, CSI and FRESENIUS entered into a Supply Agreement dated as of April 4, 2011 (the “Agreement”);

WHEREAS, CSI and FRESENIUS entered into an Amendment No. 1 to Supply Agreement effective March 17, 2016 (the“First Amendment”); and

WHEREAS, the parties wish to amend certain terms of the Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Section 6.2 of the Agreement is hereby deleted in whole and replaced with the following:“The Price for the Product and theperiod for which it will be valid is laid out in the relevant Product Schedule. On the First Price Review Date of a ProductSchedule and on each anniversary of such First Price Review Date, the Product Schedule will be reviewed and a PriceAdjustment, if any, will be agreed upon by the Parties, in accordance with the following:

i. The average percentage increase or decrease in the Swedish Consumer Price Index over the twelve (12)-month periodimmediately preceding the First Price Review Date or any anniversary of the First Price Review Date; or

ii. If the material costs of manufacture of the Products increases by more than five percent (5%) during the twelve (12)-monthperiod immediately preceding the First Price Review Date or any anniversary of the First Price Review Date, Fresenius mayincrease the Price of Product in accordance with such documented increase in the price of procured materials. Materials to beadjusted under this provision are to be excluded from the index-based price adjustment in the calendar year of the materialcost increase, set forth in 1. a).

iii. In case of changes related to the Product, the Manufacturing Process, the supply chain or changes in quality or regulatoryrequirements, the Price shall be negotiated afresh in good faith.

Index Internet Link

Consumer price index Sweden

https://www.scb.se/en/finding-statistics/statistics-by-subject-area/prices-and-consumption/consumer-price-index/consumer-price-index-cpi/pong/tables-and-graphs/consumer-price-index-cpi/inflation-rate-according-to-cpi/

2. Section 14.1 of the Agreement, as amended by the First Amendment is hereby deleted in whole and replaced with the following:

“This Agreement shall become effective at the Effective Date and shall continue until December 31, 2024 (the “Initial Term”),unless earlier terminated in accordance with Sections 14.2 and 14.3. This Agreement shall automatically renew for subsequentperiods of twenty four (24) months (the “Extended Term”) unless either Party elects not to renew this Agreement by providing theother Party written notice of non-renewal no later than twenty four (24) months prior to the end of the Initial Term or prior to the endof any Extended Term.”

3. Section 14.6 of the Agreement is hereby deleted in its entirety and replaced with the following:

“14.6 FRESENIUS Exit.

14.6.1 Notwithstanding anything to the contrary set forth herein, if FRESENIUS elects to withdraw its regulatory filefor Intralipid (injectable lipid emulsion) 10% in the USA FRESENIUS will use commercial reasonable effortsto give CSI written notice 24 months before such a planned withdrawal, and at the end of such 24 monthperiod CSI may make a final purchase for the US from FRESENIUS of the Product in such quantities as CSIdeems necessary.

14.7 Survival. The Parties rights and obligations under Articles 1, 8, 9, 10, 11, and 12, the last sentence of Section 14.4, andthis Section 14.7 will survive expiration or termination of this Agreement, however the same occurs.”

4. Except as set forth herein, all provisions of the Agreement will remain in full force and effect without modification.

5. Capitalized terms used in this Amendment, but not otherwise defined, have the meanings assigned to them under the Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the dates indicated below.


By: /s/ John Hastings 18 Mar 2020 Name: John Hastings Title: VP, Mfg & Operations

FRESENIUS KABI AB

By: /s/ Bettina Krausenbaum 2020-03-04 Name: Bettina Krausenbaum Title: Managing Director

By: /s/ Therese Schäfers Name: Therese SchäfersTitle: CFO

Exhibit 10.1

AMENDED AND RESTATEDCARDIOVASCULAR SYSTEMS, INC.

2017 EQUITY INCENTIVE PLAN

Amended as of March 12, 2020

SECTION 1.DEFINITIONS

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

(a) “Administrator” shall mean the Board of Directors of the Company, or one or more Committees appointed by theBoard of Directors, as the case may be.

(b) “Affiliate(s)” shall mean a Parent or Subsidiary of the Company.

(c) “Agreement” shall mean the written agreement entered into by the Participant and the Company evidencing the grantof an Award. Each Agreement shall be in such form as may be approved from time to time by the Administrator and may vary fromParticipant to Participant.

(d) “Annual Award Limit” or “Annual Award Limits” shall have the meaning set forth in Section 6(c) of the Plan.

(e) “Award” shall mean any grant pursuant to the Plan of an Incentive Stock Option, Nonqualified Stock Option,Restricted Stock Award, Restricted Stock Unit, Performance Award or Stock Appreciation Right.

(f) “Change of Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of anyone or more of the events in subsections (i) through (iv) below. For purposes of this definition, a person, entity or group shall bedeemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person, entity orgroup directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares VotingPower, which includes the power to vote or to direct the voting, with respect to such securities.

(i) Any person, entity or group becomes the Owner, directly or indirectly, of securities of the Company representing morethan fifty percent (50%) of the combined Voting Power of the Company’s then outstanding securities other than by virtue ofa merger, consolidation, exchange, reorganization or similar transaction. Notwithstanding the foregoing, a Change of Controlshall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliatethereof or any other person, entity or group from the Company in a transaction or series of related transactions the primarypurpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because thelevel of Ownership held by any person, entity or group (the “Subject Person”) exceeds the designated percentage

threshold of the Voting Power as a result of a repurchase or other acquisition of voting securities by the Company reducingthe number of shares outstanding, provided that if a Change of Control would occur (but for the operation of this sentence) asa result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomesthe Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increasesthe percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentagethreshold, then a Change of Control shall be deemed to occur;

(ii) There is consummated a merger, consolidation, exchange, reorganization or similar transaction involving (directly orindirectly) the Company and, immediately after the consummation of such merger, consolidation, exchange, reorganizationor similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either(A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding Voting Power ofthe surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combinedoutstanding Voting Power of the parent of the surviving entity in such merger, consolidation, exchange, reorganization orsimilar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securitiesof the Company immediately prior to such transaction;

(iii) There is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the total grossvalue of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of allor substantially all of the total gross value of the consolidated assets of the Company and its subsidiaries to an entity, morethan fifty percent (50%) of the combined Voting Power of the voting securities of which are Owned by stockholders of theCompany in substantially the same proportions as their Ownership of the outstanding voting securities of the Companyimmediately prior to such sale, lease, license or other disposition (for purposes of this Section 1(f)(iii), “gross value” meansthe value of the assets of the Company or the value of the assets being disposed of, as the case may be, determined withoutregard to any liabilities associated with such assets); or

(iv) Individuals who, at the beginning of any consecutive twelve-month period, are members of the Board (the “IncumbentBoard”) cease for any reason to constitute at least a majority of the members of the Board at any time during that consecutivetwelve-month period; provided, however, that if the appointment or election (or nomination for election) of any new Boardmember was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, suchnew member shall, for purposes of the Plan, be considered as a member of the Incumbent Board.

For the avoidance of doubt, the term “Change of Control” shall not include a sale of assets, merger or other transaction effectedexclusively for the purpose of changing the domicile of the Company. To the extent required, the determination of whether a Changeof Control has

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occurred shall be made in accordance with Code Section 409A and the regulations, notices and other guidance of generalapplicability issued thereunder.

(g) “Close of Business” of a specified day shall mean 5:00 p.m., Central Time, without regard to whether such day is aSaturday, Sunday, bank holiday, or other day on which no business is conducted.

(h) “Committee” shall mean a Committee of one or more Directors who shall be appointed by and serve at the pleasureof the Board. To the extent necessary for compliance with Rule 16b-3, the Committee shall be a Committee of two or more Directorswho shall be appointed by and serve at the pleasure of the Board and each of the members of the Committee shall be a “non-employee director.” Solely for purposes of this Section 1(h), “non-employee director” shall have the same meaning as set forth inRule 16b-3. Further, to the extent necessary for compliance with the limitations set forth in Internal Revenue Code Section 162(m),the Committee shall be a Committee of two or more Directors who shall be appointed by and serve at the pleasure of the Board andeach of the members of the Committee shall be an “outside director” within the meaning of Code Section 162(m) and the regulationsissued thereunder.

(i) “Common Stock” shall mean the common stock of the Company (subject to adjustment as provided in Section 15 ofthe Plan).

(j) The “Company” shall mean Cardiovascular Systems, Inc., a Delaware corporation.

(k) “Consultant” shall mean any person, including an advisor, who is engaged by the Company or any Affiliate to renderconsulting or advisory services and is compensated for such services; provided, however, that no person shall be considered aConsultant for purposes of the Plan unless such Consultant is a natural person, renders bona fide services to the Company or anyAffiliate, and such services are not in connection with the offer or sale of securities in a capital raising transaction and do not directlyor indirectly promote or maintain a market for the Company’s securities. For purposes of the Plan, “Consultant” shall also include adirector of an Affiliate who is compensated for services as a director.

(l) “Covered Employee” shall mean any key salaried Employee who is or may become a “Covered Employee,” asdefined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by theAdministrator within the shorter of (i) ninety (90) days after the beginning of the Performance Period, or (ii) twenty-five percent(25%) of the Performance Period has elapsed, as a “Covered Employee” under the Plan for such applicable Performance Period.

(m) “Director” shall mean a member of the Board of Directors of the Company.

(n) “Effective Date” shall mean the date on which the stockholders of the Company have approved this Plan.

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(o) “Employee” shall mean a common law employee of the Company or any Affiliate, including “officers” as defined bySection 16 of the Exchange Act; provided, however, that service solely as a Director or Consultant, regardless of whether a fee ispaid for such service, shall not cause a person to be an Employee for purposes of the Plan.

(p) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulationsthereunder.

(q) “Fair Market Value” of specified stock as of any date shall mean (i) if such stock is listed on the Nasdaq GlobalSelect Market, Nasdaq Global Market, Nasdaq Capital Market or an established stock exchange, the price of such stock at the closeof the regular trading session of such market or exchange on such date, as reported by The Wall Street Journal or a comparablereporting service, or, if no sale of such stock shall have occurred on such date, on the next preceding date on which there was a saleof stock; (ii) if such stock is not so listed on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, or anestablished stock exchange, the average of the closing “bid” and “asked” prices quoted by the OTC Bulletin Board, the NationalQuotation 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 sharevalue as determined by the Board or the Committee in its sole discretion by applying principles of valuation with respect to CommonStock.

(r) “Fiscal Year” shall mean each twelve month period ending June 30, or any such other fiscal year applicable to theCompany as established from time to time by the Board of Directors.

(s) “Full Value Award” shall mean an Award that is settled by the issuance of shares of Common Stock, other than inthe form of an Option or Stock Appreciation Right.

(t) “GAAP” means United States generally accepted accounting principles, as in effect from time to time.

(u) “Incentive Stock Option” shall mean an Option granted pursuant to Section 9 of the Plan that is intended to satisfythe provisions of Code Section 422, or any successor provision.

(v) “Insider” shall mean an individual who is, on the relevant date, an officer (as defined by Section 16 of the ExchangeAct), a Covered Employee, a Director or an individual who beneficially owns more than ten percent (10%) of any class of equitysecurities of the Company that is registered under Section 12 of the Exchange Act, as determined by the Board of Directors inaccordance with Section 16 of the Exchange Act.

(w) The “Internal Revenue Code” or “Code” shall mean the Internal Revenue Code of 1986, as amended from time totime. References to sections of the Code are intended to include applicable treasury regulations and successor statutes andregulations.

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(x) “Option” shall mean an Incentive Stock Option or Nonqualified Stock Option granted pursuant to the Plan.

(y) “Nonqualified Stock Option” shall mean an Option granted pursuant to Section 10 of the Plan or an Option (orportion thereof) that does not qualify as an Incentive Stock Option.

(z) “Parent” shall mean any parent corporation of the Company within the meaning of Code Section 424(e), or anysuccessor provision.

(aa) “Participant” shall mean an Employee to whom an Incentive Stock Option has been granted or an Employee, aDirector, or a Consultant to whom a Nonqualified Stock Option, Restricted Stock Award, Restricted Stock Unit, Performance Awardor Stock Appreciation Right has been granted.

(ab) “Performance Award” shall mean any Performance Shares or Performance Units Award granted pursuant to Section13 of the Plan.

(ac) “Performance-Based Compensation” shall mean compensation under an Award that is intended to satisfy therequirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding theforegoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, includingCode Section 409A.

(ad) “Performance Objective(s)” shall mean one or more performance objectives set forth in Section 7 and established bythe Administrator, in its sole discretion, for Awards granted under the Plan, including Performance Awards to Covered Employeesthat are intended to qualify as Performance-Based Compensation.

(ae) “Performance Period” shall mean the period, established at the time any Award is granted or at any time thereafter,during which any Performance Objectives specified by the Administrator with respect to such Award are to be measured.

(af) “Performance Share” shall mean any grant pursuant to Section 13 hereof of an Award, which value, if any, shall bepaid to a Participant by delivery of shares of Common Stock of the Company upon achievement of such Performance Objectivesduring the Performance Period as the Administrator shall establish at the time of such grant or thereafter.

(ag) “Performance Unit” shall mean any grant pursuant to Section 13 hereof of an Award, which value, if any, shall bepaid to a Participant by delivery of cash upon achievement of such Performance Objectives during the Performance Period as theAdministrator shall establish at the time of such grant or thereafter.

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(ah) “Plan” means the Cardiovascular Systems, Inc. 2017 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.

(ai) “Prior Plan” means the Cardiovascular Systems, Inc. 2014 Equity Incentive Plan, as in effect at the Effective Time.

(aj) “Prior Plan Awards” shall mean “Awards,” as such term is used and defined under the Prior Plan, that areoutstanding as of the Effective Date.

(ak) “Restricted Stock Award” shall mean any grant of restricted shares of Common Stock pursuant to Section 11 of thePlan.

(al) “Restricted Stock Unit” shall mean any grant of any restricted stock units pursuant to Section 12 of the Plan.

(am) “Rule 16b-3” shall mean Rule 16b-3, or any successor provision, as then in effect, of the General Rules andRegulations under the Exchange Act.

(an) “Stock Appreciation Right” shall mean a grant pursuant to Section 14 of the Plan.

(ao) A “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Code Section 424(f), orany successor provision.

(ap) “Voting Power” shall mean any and all classes of securities issued by the applicable entity which are entitled to votein the election of directors of the applicable entity.

SECTION 2.PURPOSE

The purpose of the Plan is to promote the success of the Company and its Affiliates by facilitating the employment andretention of competent personnel and by furnishing incentives to those Employees, Directors, and Consultants upon whose effortsthe success of the Company and its Affiliates will depend to a large degree. It is the intention of the Company to carry out the Planthrough the granting of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock Awards, Restricted Stock Units,Performance Awards and Stock Appreciation Rights.

SECTION 3.EFFECTIVE DATE AND DURATION OF PLAN

The Plan was adopted by the Board on August 23, 2017 (the “Approval Date”) and approved by the Company’s stockholderson November 15, 2017.

The Administrator may grant Awards pursuant to the Plan from time to time until the Administrator discontinues or terminatesthe Plan; provided, however, that in no event may Incentive Stock Options be granted pursuant to the Plan after the earlier of (i) thedate the

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Administrator discontinues or terminates the Plan, or (ii) the Close of Business on the day immediately preceding the tenthanniversary of the Approval Date.

SECTION 4.ADMINISTRATION

(a) Administration by the Board of Directors or Committee(s). The Plan shall be administered by the Board of Directors of theCompany (hereinafter referred to as the “Board”); provided, however, that the Board may delegate some or all of the administrationof the Plan to a Committee or Committees. The Board and any Committee appointed by the Board to administer the Plan arecollectively referred to in the Plan as the “Administrator.”

(b) Delegation by Administrator. The Administrator may delegate to one or more Committees and/or sub-Committees, or to oneor more officers of the Company and/or its Affiliates, or to one or more agents and/or advisors, such administrative duties or powersas it may deem advisable. The Administrator or any Committees or individuals to whom it has delegated duties or powers asaforesaid may employ one or more individuals to render advice with respect to any responsibility of the Administrator or suchCommittees or individuals may have under the Plan. The Administrator may, by resolution, authorize a special Committee consistingof one or more Directors who are also officers of the Company to do one or both of the following on the same basis as can theAdministrator: (i) designate Employees to be recipients of Awards and (ii) determine the size and other terms of any such Awards;provided, however, (x) the Administrator shall not delegate such responsibilities to any such special Committee for Awards grantedto an Employee who is considered an Insider; (y) the resolution providing such authorization sets forth the parameters under whichthe special Committee may grant such Awards; and (z) the special Committee shall report periodically to the Administratorregarding the nature and scope of the Awards granted pursuant to the authority delegated.

(c) Powers of Administrator. Except as otherwise provided herein, the Administrator shall have all of the powers vested in itunder the provisions of the Plan, including, but not limited to, exclusive authority to determine, in its sole discretion, whether anAward shall be granted; the individuals to whom, and the time or times at which, Awards shall be granted; the number of sharessubject to each Award; the exercise price of Options granted hereunder; and the performance criteria, if any, and any other terms andconditions of each Award. The Administrator shall have full power and authority to administer and interpret the Plan, to make andamend rules, regulations and guidelines for administering the Plan, to prescribe the form and conditions of the respectiveAgreements evidencing each Award (which may vary from Participant to Participant), to amend or revise Agreements evidencingany Award (to the extent the amended terms would be permitted by the Plan and provided that no such revision or amendment,except as is authorized in Section 15, shall impair the terms and conditions of any Award which is outstanding on the date of suchrevision or amendment to the material detriment of the Participant in the absence of the consent of the Participant), and to make allother determinations necessary or advisable for the administration of the Plan (including to correct any defect, omission orinconsistency in the Plan or any Agreement, to the extent permitted by law and the Plan). The Administrator’s interpretation of thePlan, and all actions taken and

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determinations made by the Administrator pursuant to the power vested in it hereunder, shall be conclusive and binding on all partiesconcerned.

(d) Limitation on Liability; Actions of Committees. No member of the Board or a Committee shall be liable for any action takenor determination made in good faith in connection with the administration of the Plan. In the event the Board appoints a Committeeas provided hereunder, or the Administrator delegates any of its duties to another Committee or sub-Committee, any action of suchCommittee with respect to the administration of the Plan shall be taken pursuant to a majority vote of the Committee members orpursuant to the written resolution of all Committee members.

SECTION 5.PARTICIPANTS

The Administrator may grant Awards under the Plan to any Employee, Director, or Consultant; provided, however, that onlyEmployees are eligible to receive Incentive Stock Options. In designating Participants, the Administrator shall also determine thenumber of shares or cash units to be optioned or awarded to each such Participant and any Performance Objectives applicable toAwards. The Administrator may from time to time designate individuals as being ineligible to participate in the Plan. The power ofthe Administrator under this Section 5 shall be exercised from time to time in the sole discretion of the Administrator and withoutapproval by the stockholders.

SECTION 6.STOCK

(a) Number of Shares Reserved. The stock to be awarded or optioned under the Plan (the “Share Authorization”) shall consistof authorized but unissued or reacquired shares of Common Stock. Subject to Section 15 of the Plan, the maximum aggregatenumber of shares of Common Stock reserved and available for Awards under the Plan is Two Million Five Hundred Fifty Thousand(2,550,000) shares, plus any shares of Common Stock subject to Prior Plan Awards that, after the Effective Date, are cancelled,terminate unearned, expire, are forfeited or lapse for any reason. The maximum aggregate number of shares of Common Stock thatmay be issued through Incentive Stock Options is Two Million Five Hundred Fifty Thousand (2,550,000).

(b) Share Usage. The following shares of Common Stock shall not reduce the Share Authorization and shall continue to bereserved and available for Awards granted pursuant to the Plan: (i) all or any portion of any outstanding Restricted Stock Award orRestricted Stock Unit that expires or is forfeited for any reason, or that is terminated prior to the vesting or lapsing of the risks offorfeiture on such Award, and (ii) shares of Common Stock covered by an Award to the extent the Award is settled in cash;provided, however, that the full number of shares of Common Stock subject to a Stock Appreciation Right shall reduce the ShareAuthorization, whether such Stock Appreciation Right is settled in cash or shares of Common Stock. Any shares of Common Stockwithheld to satisfy tax withholding obligations on an Award, shares of Common Stock withheld to pay the exercise price of anOption, and shares of Common Stock

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subject to a broker-assisted cashless exercise of an Option shall reduce the Share Authorization. Further, shares of Common Stockrepurchased by the Company using the proceeds received from the exercise of Options shall not be used to increase the ShareAuthorization or otherwise be available for Awards.

(c) Annual Award Limits. Unless and until the Administrator determines that an Award to a Covered Employee shall not bePerformance-Based Compensation, the following limits (each, an “Annual Award Limit,” and collectively, “Annual AwardLimits”) shall apply to grants of such Awards under the Plan:

(i) Options and Stock Appreciation Rights. The maximum number of shares of Common Stock subject to Optionsgranted and shares of Common Stock subject to Stock Appreciation Rights granted in any one Fiscal Year to any oneParticipant shall be, in the aggregate, Five Hundred Thousand (500,000) shares, subject to adjustment as provided in Section15.

(ii) Restricted Stock Awards and Restricted Stock Units. The maximum grant with respect Restricted Stock Awards andRestricted Stock Units in any one Fiscal Year to any one Participant shall be, in the aggregate, Three Hundred Thousand(300,000) shares, subject to adjustment as provided in Section 15.

(iii) Performance Awards. To the extent payable in or measured by the value of shares of Stock, in no event shall a Participantbe granted Performance Awards during any one Fiscal Year covering in the aggregate more than Three Hundred Thousand(300,000) shares, subject to adjustment as provided in Section 15. To the extent payable in cash, in no event shall aParticipant be granted Performance Awards during any one Fiscal Year covering in the aggregate more than Five MillionDollars ($5,000,000).

(iv) Non-Employee Director Awards. In no event shall any “non-employee director” (as defined under Rule 16b-3) ofthe Company receive in any one Fiscal Year Awards relating to shares of Common Stock that have a Fair Market Value as ofthe Award grant date of more than Five Hundred Thousand Dollars ($500,000) in the aggregate.

(d) Minimum Vesting Requirement. Notwithstanding any provision to the contrary contained herein, no Option or StockAppreciation Right shall become exercisable (i.e., “vest”), the risk of forfeiture applicable to any Restricted Stock Award shall notlapse and no Restricted Stock Unit or Performance Award shall vest or become earned, in each case until a minimum of at least oneyear has elapsed from the date such Award was granted; provided, however, that the foregoing restriction shall not apply to Awardsrelating to not more than an aggregate of five percent (5%) of the total number of shares reserved and available for Awards underthis Plan as specified in Section 6(a).

SECTION 7.PERFORMANCE OBJECTIVES

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(a) Performance Objectives. For any Awards to Covered Employees that are intended to qualify as “Performance-BasedCompensation” under Code Section 162(m), the Performance Objectives shall be limited to any one, or a combination of, (i) revenueor net sales, (ii) operating income, (iii) net income (before or after taxes), (iv) earnings per share, (v) earnings before or after taxes,interest, depreciation, amortization and/or stock compensation expense, (vi) gross profit margin, (vii) return measures (including, butnot limited to, return on invested capital, assets, capital, equity, sales), (viii) increase in revenue or net sales, (ix) operating expenseratios, (x) operating expense targets, (xi) productivity ratios, (xii) gross or operating margins, (xiii) cash flow (including, but notlimited to, operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment), (xiv) working capitaltargets, (xv) capital expenditures, (xvi) share price (including, but not limited to, growth measures and total stockholder return),(xvii) appreciation in the fair market value or book value of the Common Stock, (xviii) debt to equity ratio or debt levels, (xix)market share, in all cases including, if selected by the Administrator, threshold, target and maximum levels, and (xx) operationaltargets including, without limitation, milestones in clinical trials, research and development, regulatory approvals, new productcommercialization and new market expansion.

Any Performance Objective may be used to measure the performance of the Company and/or Affiliate, as a whole or withrespect to any business unit, or any combination thereof as the Administrator may deem appropriate, or any of the specifiedPerformance Objectives as compared to the performance of a group of competitor or peer companies, or published or special indexthat the Administrator, in its sole discretion, deems appropriate. Any Performance Objective may be determined on a GAAP or non-GAAP basis, as the Administrator deems appropriate in its sole discretion. The Administrator also has the authority to provide foraccelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Objectives; provided,however, that such authority shall be subject to Code Section 162(m) with respect to Awards intended to qualify as Performance-Based Compensation.

(b) Evaluation of Performance Objectives. The Administrator may provide in any Award based on Performance Objectives thatany evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (i) assetwrite-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or otherlaws or provisions affecting reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurringitems as described in FASB Accounting Standards Codification 225-20—Extraordinary and Unusual Items and/or in Management'sDiscussion and Analysis of financial condition and results of operations appearing in the Company's annual report to stockholdersfor the applicable year, (vi) acquisitions or divestitures, and (vii) foreign exchange gains and losses. To the extent such inclusions orexclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section162(m) for deductibility.

(c) Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensationmay not be adjusted upward. The Administrator shall retain the discretion to adjust such Awards downward, either on a formula ordiscretionary basis or any combination, as the Administrator determines.

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(d) Administrator Discretion. In the event that applicable tax and/or securities laws change to permit Administrator discretion toalter the governing Performance Objectives without obtaining stockholder approval of such changes, the Administrator shall havesole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Administratordetermines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Administrator maymake such grants without satisfying the requirements of Code Section 162(m) and, in such case, may apply performance objectivesother than those set forth in this Section 7.

SECTION 8.PAYMENT OF OPTION EXERCISE PRICE

Upon the exercise of an Option, Participants may pay the exercise price of an Option (i) in cash, or with a personal check,certified check, or other cash equivalent, (ii) by the surrender by the Participant to the Company of previously acquiredunencumbered shares of Common Stock (through physical delivery or attestation), (iii) through the withholding of shares ofCommon Stock from the number of shares otherwise issuable upon the exercise of the Option (e.g., a net share settlement), (iv)through broker-assisted cashless exercise if such exercise complies with applicable securities laws and any insider trading policy ofthe Company, (v) such other form of payment as may be authorized by the Administrator, or (vi) by a combination thereof. In theevent the Participant elects to pay the exercise price, in whole or in part, with previously acquired shares of Common Stock orthrough a net share settlement, the then-current Fair Market Value of the stock delivered or withheld shall equal the total exerciseprice for the shares being purchased in such manner.

The Administrator may, in its sole discretion, limit the forms of payment available to the Participant and may exercise suchdiscretion any time prior to the termination of the Option granted to the Participant or upon any exercise of the Option by theParticipant. “Previously acquired shares of Common Stock” means shares of Common Stock which the Participant owns on the dateof exercise (or for the period of time, if any, as may be required by generally accepted accounting principles or any successorprinciples applicable to the Company).

With respect to payment in the form of Common Stock, the Administrator may require advance approval or adopt such rules asit deems necessary to assure compliance with Rule 16b-3, if applicable.

SECTION 9.TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

Each Incentive Stock Option shall be evidenced by an Incentive Stock Option Agreement, which shall comply with and besubject to the following terms and conditions:

(a) Number of Shares and Exercise Price. The Incentive Stock Option Agreement shall state the total number of shares coveredby the Incentive Stock Option. Except as permitted by Code Section 424(a), or any successor provision, the exercise price per shareshall not be less

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than one hundred percent (100%) of the per share Fair Market Value of the Common Stock on the date the Administrator grants theIncentive Stock Option; provided, however, that if a Participant owns stock possessing more than ten percent (10%) of the totalcombined Voting Power of all classes of stock of the Company or of its Parent or any Subsidiary, the exercise price per share of anIncentive Stock Option granted to such Participant shall not be less than one hundred ten percent (110%) of the per share Fair MarketValue of Common Stock on the date of the grant of the Incentive Stock Option. The Administrator shall have full authority anddiscretion in establishing the exercise price and shall be fully protected in so doing.

(b) Exercisability and Term. The Incentive Stock Option Agreement shall state when the Incentive Stock Option becomesexercisable (i.e. “vests”), and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives andPerformance Period upon which vesting is based, the manner in which performance shall be measured and the extent to which partialachievement of the Performance Objectives may result in vesting of the Option. The Participant may exercise the Incentive StockOption, in full or in part, upon or after the vesting date of such Option (or portion thereof). Notwithstanding anything in the Plan orthe Agreement to the contrary, the Participant may not exercise an Incentive Stock Option after the maximum term of such Option,as such term is specified in the Incentive Stock Option Agreement. Except as permitted by Code Section 424(a), in no event shallany 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 classesof stock of the Company or of its Parent or any Subsidiary, the Incentive Stock Option granted to such Participant shall beexercisable during a term of not more than five (5) years after the date on which it is granted. The Administrator may accelerate theexercisability of any Incentive Stock Option granted hereunder which is not immediately exercisable as of the date of grant.

(c) No Rights as Stockholder. A Participant (or the Participant’s successors) shall have no rights as a stockholder with respect toany shares covered by an Incentive Stock Option until the date of the issuance of the Common Stock subject to such Award uponexercise, as evidenced by a stock certificate or as reflected in the books and records of the Company or its designated agent (i.e., a“book entry”). 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 actually issued (as evidenced in eithercertificated or book entry form). Without limiting the foregoing, and for the avoidance of doubt, prior to the time that any sharescovered by an Incentive Stock Option have both vested and been issued, a Participant shall not have any right to receive anydividends or dividend equivalents attributable to such shares. All rights to any dividends or dividend equivalents payable withrespect to shares of Common Stock covered by an Incentive Stock Option that are forfeited shall also be forfeited.

(d) Withholding. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to theParticipant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to theParticipant’s exercise of an Incentive Stock Option or a “disqualifying disposition” of shares acquired through

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the exercise of an Incentive Stock Option as defined in Code Section 421(b), to require the Participant to remit an amount sufficientto satisfy such withholding requirements, or to require any combination thereof. In the event the Participant is required under theIncentive Stock 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 sole discretion, require the Participant to satisfy suchobligation, in whole or in part, by delivering shares of Common Stock or by electing to have the Company withhold shares ofCommon Stock otherwise issuable to the Participant as a result of the exercise of the Incentive Stock Option or disqualifyingdisposition of shares. The Administrator may establish a minimum and/or a maximum tax withholding rate for Participants orcategories of Participants, and the shares delivered must have a Fair Market Value equal to at least such minimum tax withholding (ifapplicable) and/or no more than such maximum tax withholding (if applicable). The Participant’s delivery of shares or thewithholding of shares for this purpose shall occur on or before the later of (i) the date the Incentive Stock Option is exercised or thedate of the disqualifying disposition, as the case may be, or (ii) the date that the amount of tax to be withheld is determined underapplicable tax law.

(e) Vesting Limitation. Notwithstanding any other provision of the Plan, the aggregate Fair Market Value (determined as of thedate an Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options areexercisable for the first time by a Participant during any calendar year (under the Plan and any other “incentive stock option” plansof the Company or any Affiliate shall not exceed $100,000 (or such other amount as may be prescribed by the Code from time totime); provided, however, that if the exercisability or vesting of an Incentive Stock Option is accelerated as permitted under theprovisions of the Plan and such acceleration would result in a violation of the limit imposed by this Section 9(e), such accelerationshall be of full force and effect but the number of shares of Common Stock that exceed such limit shall be treated as having beengranted pursuant to a Nonqualified Stock Option; and provided, further, that the limits imposed by this Section 9(e) shall be appliedto all outstanding Incentive Stock Options under the Plan and any other “incentive stock option” plans of the Company or anyAffiliate in chronological order according to the dates of grant.

(f) Other Provisions. The Incentive Stock Option Agreement authorized under this Section 9 shall contain such other provisionsas the Administrator shall deem advisable. Any such Incentive Stock Option Agreement shall contain such limitations andrestrictions upon the exercise of the Incentive Stock Option as shall be necessary to ensure that such Incentive Stock Option will beconsidered an “incentive stock option” as defined in Code Section 422 or to conform to any change therein.

SECTION 10.TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

Each Nonqualified Stock Option shall be evidenced by a Nonqualified Stock Option Agreement, which shall comply with andbe subject to the following terms and conditions:

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(a) Number of Shares and Exercise Price. The Nonqualified Stock Option Agreement shall state the total number of sharescovered by the Nonqualified Stock Option. The exercise price per share shall be equal to one hundred percent (100%) of the pershare Fair Market Value of the Common Stock on the date of grant of the Nonqualified Stock Option, or such higher price as theAdministrator determines.

(b) Exercisability and Term. The Nonqualified Stock Option Agreement shall state when the Nonqualified Stock Optionbecomes exercisable (i.e. “vests”) and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives andPerformance Period upon which vesting is based, the manner in which performance shall be measured and the extent to which partialachievement of the Performance Objectives may result in vesting of the Option. The Participant may exercise the Nonqualified StockOption, in full or in part, upon or after the vesting date of such Option (or portion thereof); provided, however, that the Participantmay not exercise a Nonqualified Stock Option after the maximum term of such Option, as such term is specified in the NonqualifiedStock Option Agreement. Unless otherwise determined by the Administrator and specified in the Agreement governing the Award,no Nonqualified Stock Option shall be exercisable during a term of more than ten (10) years after the date on which it is granted. TheAdministrator may accelerate the exercisability of any Nonqualified Stock Option granted hereunder which is not immediatelyexercisable as of the date of grant. (c) No Rights as Stockholder. A Participant (or the Participant’s successors) shall have no rights as a stockholder with respect toany shares covered by a Nonqualified Stock Option until the date of the issuance of the Common Stock subject to such Award uponexercise, as evidenced by a stock certificate or as reflected in the books and records of the Company or its designated agent (i.e., a“book entry”). 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 actually issued (as evidenced in eithercertificated or book entry form). Without limiting the foregoing, and for the avoidance of doubt, prior to the time that any sharescovered by a Nonqualified Stock Option have both vested and been issued, a Participant shall not have any right to receive anydividends or dividend equivalents attributable to such shares. All rights to any dividends or dividend equivalents payable withrespect to shares of Common Stock covered by a Nonqualified Stock Option that are forfeited shall also be forfeited.

(d) Withholding. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to theParticipant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to theParticipant’s exercise of a Nonqualified Stock Option, to require the Participant to remit an amount sufficient to satisfy suchwithholding requirements, or to require any combination thereof. In the event the Participant is required under the NonqualifiedStock Option Agreement to pay the Company, or make arrangements satisfactory to the Company respecting payment of, suchwithholding and employment-related taxes, the Administrator may, in its sole discretion, require the Participant to satisfy suchobligation, in whole or in part, by delivering shares of Common Stock or by electing to have the Company withhold shares ofCommon Stock otherwise issuable to the Participant as a result of the exercise of the Nonqualified Stock Option. The Administratormay establish a

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minimum and/or a maximum tax withholding rate for Participants or categories of Participants, and the shares delivered must have aFair Market Value equal to at least such minimum tax withholding (if applicable) and/or no more than such maximum taxwithholding (if applicable). The Participant’s delivery of shares or the withholding of shares for this purpose shall occur on or beforethe later of (i) the date the Nonqualified Stock Option is exercised, or (ii) the date that the amount of tax to be withheld is determinedunder applicable tax law.

(e) Other Provisions. The Nonqualified Stock Option Agreement authorized under this Section 10 shall contain such otherprovisions as the Administrator shall deem advisable.

SECTION 11.RESTRICTED STOCK AWARDS

Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and besubject to the following terms and conditions:

(a) Number of Shares. The Restricted Stock Award Agreement shall state the total number of shares of Common Stockcovered by the Restricted Stock Award.

(b) Risks of Forfeiture. The Restricted Stock Award Agreement shall set forth the risks of forfeiture, if any, which shall applyto the shares of Common Stock covered by the Restricted Stock Award and the manner in which such risks of forfeiture shall lapse,including, if applicable in the Administrator’s discretion, a description of the Performance Objectives and Performance Period uponwhich the lapse of risks of forfeiture is based, the manner in which performance shall be measured and the extent to which partialachievement of the Performance Objectives may result in lapse of risks of forfeiture. 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 Common Stock which arerestricted as of the effective date of the modification.

(c) Issuance of Shares; Rights as Stockholder. Except as provided below, the Company shall cause a stock certificate to beissued and shall deliver such certificate to the Participant or hold such certificate in a manner determined by the Administrator in itssole discretion; provided, however, that in lieu of a stock certificate, the Company may evidence the issuance of shares by a bookentry in the records of the Company or its designated agent (if permitted by the Company’s designated agent and applicable law, asdetermined by the Administrator in its sole discretion). The Company shall cause a legend or notation to be placed on such certificateor book entry describing the risks of forfeiture and other transfer restrictions set forth in the Participant’s Restricted Stock AwardAgreement and providing for the cancellation and, if applicable, return of such certificate or book entry if the shares of CommonStock subject to the Restricted Stock Award are forfeited. Prior to the time that the risks of forfeiture have lapsed or the sharessubject to such Restricted Stock Award have been forfeited, the Participant shall be entitled to vote the shares of Common Stockrepresented by such stock certificates. However, until the risks of forfeiture have lapsed without forfeiture, the Participant shall nothave any other rights as a stockholder with respect to the shares subject to such Restricted Stock Award, including the right toreceive any dividends or dividend equivalents

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attributable to such shares. All rights to any dividends or dividend equivalents payable with respect to shares of Common Stocksubject to a Restricted Stock Award that are forfeited shall also be forfeited.

(d) Withholding Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to theParticipant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to theParticipant’s Restricted Stock Award, to require the Participant to remit an amount sufficient to satisfy such withholdingrequirements, or to require any combination thereof. In the event the Participant is required under the Restricted Stock AwardAgreement to pay the Company, or make arrangements satisfactory to the Company respecting payment of, such withholding andemployment-related taxes, the Administrator may, in its sole discretion, require the Participant to satisfy such obligations, in wholeor in part, by delivering shares of Common Stock, including shares of Common Stock received pursuant to the Restricted StockAward on which the risks of forfeiture have lapsed. The Administrator may establish a minimum and/or a maximum tax withholdingrate for Participants or categories of Participants, and the shares delivered must have a Fair Market Value equal to at least suchminimum tax withholding (if applicable) and/or no more than such maximum tax withholding (if applicable). The Participant’sdelivery of shares shall occur on or before the date that the amount of tax to be withheld is determined under applicable tax law.

(e) Other Provisions. The Restricted Stock Award Agreement authorized under this Section 11 shall contain such other

provisions as the Administrator shall deem advisable.

SECTION 12.RESTRICTED STOCK UNITS

Each Restricted Stock Unit shall be evidenced by a Restricted Stock Unit Agreement, which shall comply with and be subject tothe following terms and conditions:

(a) Number of Shares. The Restricted Stock Unit Agreement shall state the total number of shares of Common Stock coveredby the Restricted Stock Unit.

(b) Vesting. The Restricted Stock Unit Agreement shall set forth the vesting conditions, if any, which shall apply to theRestricted Stock Unit and the manner in which such vesting may occur, including, if applicable in the Administrator’s discretion, adescription of the Performance Objectives and Performance Period upon which vesting is based, the manner in which performanceshall be measured and the extent to which partial achievement of the Performance Objectives may result in vesting of the RestrictedStock Unit. The Administrator may, in its sole discretion, accelerate the vesting of any Restricted Stock Unit.

(c) Issuance of Shares; Rights as Stockholder. The Participant shall be entitled to payment of the Restricted Stock Unit as theunits subject to such Award vest. The Administrator may, in its sole discretion, pay Restricted Stock Units in shares of CommonStock, cash in an amount equal to the Fair Market Value, on the date of payment, of the number of shares of Common Stockunderlying the Award that have vested on the applicable payment date, or any

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combination thereof, as specified in the Restricted Stock Unit Agreement. If payment is made in shares of Common Stock, theAdministrator shall cause to be issued one or more stock certificates in the Participant’s name and shall deliver such certificates tothe Participant in satisfaction of such units; provided, however, that in lieu of stock certificates, the Company may evidence suchshares by a book entry in the records of the Company or its designated agent (if permitted by the Company’s designated agent andapplicable law, as determined by the Administrator in its sole discretion). Until the units subject to the Restricted Stock Unit haveboth vested and the underlying shares of Common Stock have been issued, the Participant shall not be entitled to vote any shares ofCommon Stock which may be acquired through the Award, shall not receive any dividends or dividend equivalents attributable tosuch shares, and shall not have any other rights as a stockholder with respect to such shares.

(d) Withholding Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to theParticipant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to theParticipant’s Restricted Stock Unit, to require the Participant to remit an amount sufficient to satisfy such withholding requirements,or to require any combination thereof. In the event the Participant is required under the Restricted Stock Unit Agreement to pay theCompany, or make arrangements satisfactory to the Company respecting payment of, such withholding and employment-relatedtaxes, the Administrator may, in its sole discretion, require the Participant to satisfy such obligations, in whole or in part, bydelivering shares of Common Stock, including shares of Common Stock received pursuant to the Restricted Stock Unit. TheAdministrator may establish a minimum and/or a maximum tax withholding rate for Participants or categories of Participants, andthe shares delivered must have a Fair Market Value equal to at least such minimum tax withholding (if applicable) and/or no morethan such maximum tax withholding (if applicable). The Participant’s delivery of shares for this purpose shall occur on or before thedate that the amount of tax to be withheld is determined under applicable tax law.

(e) Other Provisions. The Restricted Stock Unit Agreement authorized under this Section 12 shall contain such other provisionsas the Administrator shall deem advisable.

SECTION 13.PERFORMANCE AWARDS

Each Performance Award granted pursuant to this Section 13 shall be evidenced by a written performance award agreement (the“Performance Award Agreement”). The Performance Award Agreement shall be in such form as may be approved from time totime by the Administrator and may vary from Participant to Participant; provided, however, that each Participant and eachPerformance Award Agreement shall comply with and be subject to the following terms and conditions:

(a) Awards. Performance Awards in the form of Performance Units or Performance Shares may be granted to any Participant inthe Plan. Performance Units shall consist of monetary awards which may be earned or become vested in whole or in part if theCompany or the Participant achieves certain Performance Objectives established by the Administrator over a specified PerformancePeriod. Performance Shares shall consist of shares of Stock or other

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Awards denominated in shares of Stock that may be earned or become vested in whole or in part if the Company or the Participantachieves certain Performance Objectives established by the Administrator over a specified Performance Period.

(b) Performance Objectives, Performance Period and Payment. The Performance Award Agreement shall set forth:

(i) the number of Performance Units or Performance Shares subject to the Performance Award, and the dollar value of eachPerformance Unit;

(ii) one or more Performance Objectives established by the Administrator;

(iii) the Performance Period over which Performance Units or Performance Shares may be earned or may become vested;

(iv) the extent to which partial achievement of the Performance Objectives may result in a payment or vesting of thePerformance Award, as determined by the Administrator; and

(v) the date upon which payment of Performance Units will be made or Performance Shares will be issued, as the case may be,and the extent to which such payment or the receipt of such Performance Shares or Performance Units may be deferred.

(c) Withholding Taxes. The Company or its Affiliates shall be entitled to withhold and deduct from future wages of theParticipant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to theParticipant’s Performance Award. In the event the Participant is required under the Performance Award Agreement to pay theCompany or its Affiliates, or make arrangements satisfactory to the Company or its Affiliates respecting payment of, suchwithholding 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 ofStock received pursuant to the Performance Award. The Administrator may establish a minimum and/or a maximum tax withholdingrate for Participants or categories of Participants, and the shares delivered must have a Fair Market Value equal to at least suchminimum tax withholding (if applicable) and/or no more than such maximum tax withholding (if applicable). The Participant’selection to deliver shares of Common Stock for this purpose shall be made on or before the date that the amount of tax to be withheldis determined under applicable tax law. Such election shall be approved by the Administrator and otherwise comply with such rulesas the Administrator may adopt to assure compliance with Rule 16b�3, or any successor provision, as then in effect, of the GeneralRules and Regulations under the Securities Exchange Act of 1934, if applicable.

(d) Nontransferability. No Performance Award shall be transferable, in whole or in part, by the Participant, other than by will orby the laws of descent and distribution. If the Participant shall attempt any transfer of any Performance Award granted under thePlan, such transfer shall be void and the Performance Award shall terminate.

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(e) No Rights as Stockholder. A Participant (or the Participant’s successor or successors) shall have no rights as a stockholderwith respect to any shares covered by a Performance Award until the date of the issuance of a stock certificate evidencing suchshares. 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 otherwiseprovided in Section 14 of the Plan). Without limiting the foregoing, and for the avoidance of doubt, prior to the time that any sharescovered by a Performance Award have both vested and been issued, a Participant shall not have any right to receive any dividends ordividend equivalents attributable to such shares. All rights to any dividends or dividend equivalents payable with respect to shares ofCommon Stock covered by a Performance Award that are forfeited shall also be forfeited.

(f) Other Provisions. The Performance Award Agreement authorized under this Section 12 shall contain such other provisionsas the Administrator shall deem advisable.

SECTION 14.

STOCK APPRECIATION RIGHTS

Each Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Agreement, which shall comply with and besubject to the following terms and conditions:

(a) Awards. A Stock Appreciation Right shall entitle the Participant to receive, upon exercise, cash, shares of Common Stock,or any combination thereof, having a value equal to the excess of (i) the Fair Market Value of a specified number of shares ofCommon Stock on the date of such exercise, over (ii) a specified exercise price. The number of shares and the exercise price of theStock Appreciation Right shall be determined by the Administrator on the date of grant. The specified exercise price shall be equal to100% of the Fair Market Value of such shares of Common Stock on the date of grant of the Stock Appreciation Right, or such higherprice as the Administrator determines. A Stock Appreciation Right may be granted independent of or in tandem with a previously orcontemporaneously granted Option.

(b) Exercisability and Term. The Stock Appreciation Right Agreement shall state when the Stock Appreciation Right becomesexercisable (i.e., “vests”) and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives andPerformance Period upon which vesting is based, the manner in which performance shall be measured and the extent to which partialachievement of the Performance Objectives may result in vesting of the Stock Appreciation Right. The Participant may exercise theStock Appreciation Right, in full or in part, upon or after the vesting date of such Stock Appreciation Right (or portion thereof);provided, however, that the Participant may not exercise a Stock Appreciation Right after the maximum term of such StockAppreciation Right, as such term is specified in the Stock Appreciation Right Agreement. Unless otherwise determined by theAdministrator and specified in the Agreement governing the Award, no Stock Appreciation Right shall be exercisable during a termof more than ten (10) years after the date on which it is granted.

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The Administrator may accelerate the exercisability of any Stock Appreciation Right granted hereunder which is notimmediately exercisable as of the date of grant. If a Stock Appreciation Right is granted in tandem with an Option, the StockAppreciation Right Agreement shall set forth the extent to which the exercise of all or a portion of the Stock Appreciation Right shallcancel a corresponding portion of the Option, and the extent to which the exercise of all or a portion of the Option shall cancel acorresponding portion of the Stock Appreciation Right.

(c) Withholding Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to theParticipant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to theParticipant’s Stock Appreciation Right, to require the Participant to remit an amount sufficient to satisfy such withholdingrequirements, or to require any combination thereof. In the event the Participant is required under the Stock Appreciation Right topay the Company or its Affiliate, or make arrangements satisfactory to the Company or its Affiliate respecting payment of, suchwithholding and employment-related taxes, the Administrator may, in its sole discretion, require the Participant to satisfy suchobligation, in whole or in part, by delivering shares of Common Stock or by electing to have the Company withhold shares ofCommon Stock otherwise issuable to the Participant as a result of the exercise of the Stock Appreciation Right. The Administratormay establish a minimum and/or a maximum tax withholding rate for Participants or categories of Participants, and the sharesdelivered must have a Fair Market Value equal to at least such minimum tax withholding (if applicable) and/or no more than suchmaximum tax withholding (if applicable). The Participant’s delivery of shares or the withholding of shares for this purpose shalloccur on or before the later of (i) the date the Stock Appreciation Right is exercised, or (ii) the date that the amount of tax to bewithheld is determined under applicable tax law.

(d) No Rights as Stockholder. A Participant (or the Participant’s successors) shall have no rights as a stockholder with respect toany shares covered by a Stock Appreciation Right until the date of the issuance of a stock certificate evidencing such shares;provided, however, that in lieu of stock certificates, the Company may evidence such shares by a book entry in the records of theCompany or its designated agent (if permitted by the Company’s designated agent and applicable law, as determined by theAdministrator in its sole discretion). 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 isactually issued or such book entry is made. Without limiting the foregoing, and for the avoidance of doubt, prior to the time that anyshares covered by a Stock Appreciation Right have both vested and been issued, a Participant shall not have any right to receive anydividends or dividend equivalents attributable to such shares. All rights to any dividends or dividend equivalents payable withrespect to shares of Common Stock covered by a Stock Appreciation Right that are forfeited shall also be forfeited.

(e) Other Provisions. The Stock Appreciation Right Agreement authorized under this Section 14 shall contain such otherprovisions as the Administrator shall deem advisable, including, but not limited to, any restrictions on the exercise of the StockAppreciation Right which may be necessary to comply with Rule 16b-3.

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SECTION 15.RECAPITALIZATION, EXCHANGE,

LIQUIDATION, OR CHANGE OF CONTROL

(a) In General. In the event of an increase or decrease in the number of shares of Common Stock resulting from a stockdividend, stock split, reverse split, combination or reclassification of the Common Stock, or any other increase or decrease in thenumber of issued shares of Common Stock effected without receipt of consideration by the Company, other than due to conversionof the convertible securities of the Company, the Administrator may, in its sole discretion, adjust the value determinations applicableto outstanding Awards and the Plan in order to reflect such change, including adjustment of the class and number of shares of stockreserved under Section 6 of the Plan, the class and number of shares of stock covered by each outstanding Award, and, if and asapplicable, the exercise price per share of each outstanding Award and the Annual Award Limits. Additional shares which maybecome covered by the Award pursuant to such adjustment shall be subject to the same restrictions as are applicable to the shareswith respect to which the adjustment relates.

(b) Liquidation. Unless otherwise provided in the Agreement evidencing an Award, in the event of a dissolution or liquidationof the Company, the Administrator may provide for one or both of the following:

(i)the acceleration of the exercisability of any or all outstanding Options or Stock Appreciation Rights, the vesting andpayment of any or all Performance Awards, or Restricted Stock Units, or the lapsing of the risks of forfeiture on any or allRestricted Stock Awards; provided, however, that no such acceleration, vesting or payment shall occur if the acceleration,vesting or payment would violate the requirements of Code Section 409A; or

(ii)the complete termination of the Plan and the cancellation of any or all Awards (or portions thereof) which have notbeen exercised, have not vested, or remain subject to risks of forfeiture, as applicable, in each case immediately prior to thecompletion of such a dissolution or liquidation.

(c) Change of Control. Unless otherwise provided in the Agreement evidencing an Award, in the event of a Change of Control,the Administrator may provide for one or more of the following:

(i)the acceleration of the exercisability, vesting, or lapse of the risks of forfeiture of any or all Awards (or portionsthereof);

(ii)the complete termination of the Plan and the cancellation of any or all Awards (or portions thereof) which have notbeen exercised, have not vested, or remain subject to risks of forfeiture, as applicable, in each case as of the effective date ofthe Change of Control;

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(iii)that the entity succeeding the Company by reason of such Change of Control, or the parent of such entity, shallassume or continue any or all Awards (or portions thereof) outstanding immediately prior to the Change of Control orsubstitute for any or all such Awards (or portions thereof) a substantially equivalent award with respect to the securities ofsuch successor entity, as determined in accordance with applicable laws and regulations;

(iv)that Participants holding outstanding Awards shall become entitled to receive, with respect to each share of CommonStock subject to such Award (whether vested or unvested, as determined by the Administrator pursuant to subsection (c)(i)hereof) as of the effective date of any such Change of Control, cash in an amount equal to (1) for Participants holdingOptions or Stock Appreciation Rights, the excess of the Fair Market Value of such Common Stock on the date immediatelypreceding the effective date of such Change of Control over the exercise price per share of Options or Stock AppreciationRights, or (2) for Participants holding Awards other than Options or Stock Appreciation Rights, the Fair Market Value ofsuch Common Stock on the date immediately preceding the effective date of such Change of Control.

The Administrator need not take the same action with respect to all Awards (or portions thereof) or with respect to all Participants. Inaddition, the Administrator may restrict the rights of or the applicability of this Section 15 to the extent necessary to comply withSection 16(b) of the Exchange Act, the Internal Revenue Code or any other applicable law or regulation. The grant of an Awardpursuant 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 ortransfer all or any part of its business or assets.

SECTION 16.NONTRANSFERABILITY

(a) In General. Except as expressly provided in the Plan or an Agreement, no Award shall be transferable by the Participant, inwhole or in part, other than by will or by the laws of descent and distribution. If the Participant shall attempt any transfer of anyAward, such transfer shall be void and the Award shall terminate.

(b) Nonqualified Stock Options. Notwithstanding anything in this Section 16 to the contrary, the Administrator may, in its solediscretion, permit the Participant to transfer any or all Nonqualified Stock Option to any member of the Participant’s “immediatefamily” as such term is defined in Rule 16a-1(e) of the Exchange Act, or any successor provision, or to one or more trusts whosebeneficiaries are members of such Participant’s “immediate family” or partnerships in which such family members are the onlypartners; provided, however, that the Participant cannot receive any consideration for the transfer and such transferred NonqualifiedStock Option shall continue to be subject to the same terms and conditions as were applicable to such Nonqualified Stock Optionimmediately prior to its transfer.

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(c) Beneficiary Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries (who may benamed contingently or successively) to whom any benefit under the Plan is to be paid in case of such Participant’s death beforereceipt of any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in aform prescribed by the Administrator, and will be effective only when filed by the Participant in writing with the Company duringthe Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid tothe Participant’s estate.

SECTION 17.INVESTMENT PURPOSE AND SECURITIES COMPLIANCE

No shares of Common Stock shall be issued pursuant to the Plan unless and until there has been compliance, in the opinion ofCompany’s counsel, with all applicable legal requirements, including, without limitation, those relating to securities laws and stockexchange listing requirements. As a condition to the issuance of Common Stock to Participant, the Administrator may requireParticipant to (a) represent that the shares of Common Stock are being acquired for investment and not resale and to make such otherrepresentations as the Administrator shall deem necessary or appropriate to qualify the issuance of the shares as exempt from theSecurities Act of 1933 and any other applicable securities laws, and (b) represent that Participant shall not dispose of the shares ofCommon Stock in violation of the Securities Act of 1933 or any other applicable securities laws.

As a further condition to the grant of any Option or the issuance of Common Stock to a Participant, the Participant agrees to thefollowing:

(a) In the event the Company advises the Participant that it plans an underwritten public offering of its Common Stock incompliance with the Securities Act of 1933, as amended, the Participant will execute any lock-up agreement the Company and theunderwriter(s) deem necessary or appropriate, in their sole discretion, in connection with such public offering.

(b) In the event the Company makes any public offering of its securities and determines in its sole discretion that it is necessaryto reduce the number of outstanding Awards so as to comply with any state’s securities or Blue Sky law limitations with respectthereto, the Board of Directors of the Company shall have the right (i) to accelerate the exercisability of any Award and the date onwhich such Award must be exercised or remove the risks of forfeiture to which the Award is subject, provided that the Companygives Participant prior written notice of such acceleration or removal, and (ii) to cancel any outstanding Awards (or portions thereof)which Participant does not exercise prior to or contemporaneously with such public offering.

(c) In the event of a Change of Control, Participant will comply with Rule 145 of the Securities Act of 1933 and any otherrestrictions imposed under other applicable legal or accounting principles if Participant is an “affiliate” (as defined in such applicablelegal and accounting principles) at the time of the Change of Control, and Participant will execute any documents necessary toensure compliance with such rules.

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The Company reserves the right to place a legend on any stock certificate (or a notation on any book entry shares permitted bythe Administrator) issued in connection with an Award pursuant to the Plan to assure compliance with this Section 17.

The Company shall not be required to register or maintain the registration of the Plan, any Award, or any Common Stockissued or issuable pursuant to the Plan under the Securities Act of 1933 or any other applicable securities laws. If the Company isunable to obtain the authority that the Company or its counsel deems necessary for the lawful issuance and sale of Common Stockunder the Plan, the Company shall not be liable for the failure to issue and sell Common Stock upon the exercise, vesting, or lapse ofrestrictions of forfeiture of an Award unless and until such authority is obtained. A Participant shall not be eligible for the grant of anAward or the issuance of Common Stock pursuant to an Award if such grant or issuance would violate any applicable securities law.

SECTION 18.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 anyrespect; provided, however, that no such suspension, termination, revision, or amendment, except as is authorized in Section 15,shall impair the terms and conditions of any Award which is outstanding on the date of such suspension, termination, revision, oramendment to the material detriment of the Participant without the consent of the Participant. Notwithstanding the foregoing, exceptas provided in Section 15 of the Plan or to the extent required by applicable law or regulation, the Board may not, withoutstockholder approval, revise or amend the Plan to (i) materially increase the number of shares subject to the Plan, (ii) change thedesignation of Participants, including the class of Employees, eligible to receive Awards, (iii) decrease the price at which Options orStock Appreciation Rights may be granted, (iv) cancel, regrant, repurchase for cash, or replace Options or Stock Appreciation Rightsthat have an exercise price in excess of the Fair Market Value of the Common Stock with other awards, or amend the terms ofoutstanding Options or Stock Appreciation Rights to reduce their exercise price, (v) materially increase the benefits accruing toParticipants under the Plan, or (vi) make any modification that will cause Incentive Stock Options to fail to meet the requirements ofCode Section 422. Further, without stockholder approval, the terms of any outstanding Award may not be amended to reduce theexercise price of any outstanding Option or Stock Appreciation Right or cancel any outstanding Option or Stock Appreciation Rightin exchange for cash, other Awards, or Options or Stock Appreciation Rights with an exercise price that is less than the exerciseprice of the original Option or Stock Appreciation Right. To the extent applicable, the Plan and all Agreements shall be interpreted to be exempt from or comply with the requirements ofCode Section 409A and, if applicable, to comply with Code Section 422, in each case including the regulations, notices, and otherguidance of general applicability issued thereunder. Furthermore, notwithstanding anything in the Plan or any Agreement to thecontrary, the Board may amend the Plan or Agreement to the extent necessary or desirable to comply with such requirements withoutthe consent of the Participant.

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SECTION 19.RIGHTS AND OBLIGATIONS ASSOCIATED WITH AWARDS

(a) No Obligation to Exercise. The granting of an Option or Stock Appreciation Right shall impose no obligation upon theParticipant to exercise such Option or Stock Appreciation Right.

(b) No Employment or Other Service Rights. The granting of an Award hereunder shall not impose upon the Company or anyAffiliate any obligation to retain the Participant in its employ or service for any period.

(c) Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any particular assets of the Company orany of its Affiliates by reason of the right to receive a benefit under the terms of the Plan. Nothing contained in the Plan, and noaction taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship betweenthe Company and any Participant, beneficiary, legal representative, or any other person. To the extent that any person acquires aright to receive shares of Common Stock or payments from the Company or any of its Affiliates under the Plan, such right shall beno greater than the right of an unsecured general creditor of the Company or an Affiliate, as the case may be. All payments to bemade hereunder shall be paid from the general funds of the Company or an Affiliate, as the case may be. In its sole discretion, theAdministrator may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver theshares of Common Stock or make payments in lieu of or with respect to Awards hereunder; provided, however, that the existence ofsuch trusts or other arrangements is consistent with the unfunded status of the Plan.

(d) Recoupment Policy. Subject to the terms and conditions of the Plan, the Administrator may provide that any Participantand/or any Award, including any shares of Common Stock subject to an Award, is subject to any recovery, recoupment, clawbackand/or other forfeiture policy that may be maintained by the Company from time to time.

SECTION 20.MISCELLANEOUS

i.Issuance of Shares. The Company is not required to issue or remove restrictions on shares of Common Stock grantedpursuant to the Plan until the Administrator determines that: (i) all conditions of the Award have been satisfied, (ii) all legal mattersin connection with the issuance have been satisfied, and (iii) the Participant has executed and delivered to the Company suchrepresentations or agreements as the Administrator may consider appropriate, in its sole discretion, to satisfy the requirements of anyapplicable law or regulation.

ii.Choice of Law. The law of the state of Minnesota shall govern all questions concerning the construction, validity, andinterpretation of the Plan, without regard to that state’s conflict of laws rules.

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iii.Severability. In the event that any provision of the Plan shall be held illegal or invalid for any reason, such illegality orinvalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal orinvalid provision had not been included.

iv.No Duty to Notify. The Company shall have no duty or obligation to any Participant to advise such Participant as to the timeand manner of exercising an Award or as to the pending termination or expiration of such Award. In addition, the Company has noduty or obligation to minimize the tax consequences of an Award to the Participant.

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Exhibit 31.1

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott R. Ward, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.

Dated: May 7, 2020 /s/ Scott R. WardScott R. Ward Chairman, President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey S. Points, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.

Dated: May 7, 2020 /s/ Jeffrey S. PointsJeffrey S. Points Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Report”) by Cardiovascular Systems, Inc.(“Registrant”), I, Scott R. Ward, the Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.Section 1350, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: May 7, 2020 /s/ Scott R. WardScott R. Ward Chairman, President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Report”) by Cardiovascular Systems, Inc.(“Registrant”), I, Jeffrey S. Points, the Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.Section 1350, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: May 7, 2020/s/ Jeffrey S. PointsJeffrey S. Points Chief Financial Officer

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