to such Corporate Transaction beneficially own, directly or indirectly, more than 65% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity
resulting from such Corporate Transaction (including beneficial ownership through any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Companys Voting
Securities.
Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A,
and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a
change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.
(g) Code means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to
sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.
(h)
Committee means two or more
Non-Employee
Directors designated by the Board to administer the Plan under Section 3, each member of which shall be (i) an independent director within the
meaning of applicable stock exchange rules and regulations and (ii) a
non-employee
director within the meaning of Exchange Act Rule
16b-3.
(i) Company means SurModics, Inc., a Minnesota corporation, and any successor thereto.
(j) Continuing Director means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or
(ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Companys shareholders, was approved by at least a majority of the then Continuing Directors, but
excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual proxy contest involving the solicitation of proxies or consents by a person or Group other than the Board, or by reason
of an agreement intended to avoid or settle an actual or threatened proxy contest.
(k) Corporate Transaction means (i) a sale or
other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving entity.
(l) Disability means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its
Affiliates that covers the Participant, or (B) if there is no such long-term disability plan or policy, total and permanent disability within the meaning of Code Section 22(e)(3).
(m) Employee means an employee of the Company or an Affiliate.
(n) Exchange Act means the Securities Exchange Act of 1934, as amended and in effect from time to time.
(o) Exchange Act Person means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting
Securities are beneficially owned by the beneficial owners of the Companys Voting Securities in substantially the same proportions as their beneficial ownership of the Companys Voting Securities.
(p) Fair Market Value means the fair market value of a Share determined as follows:
(1) If the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be
the closing sale price for a Share on the principal securities market on which it trades on the date for which it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as
reported in
The Wall Street Journal
or such other source as the Committee deems reliable; or
(2) If the Shares are not then readily tradable
on an established securities market (as determined under Code Section 409A), then Fair Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the requirements
of Code Section 409A.
(q) Full Value Award means an Award other than an Option Award or Stock Appreciation Right Award.
(r) Grant Date means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified
by the Committee on the date the Committee approves the Award.
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