Kips Bay Medical, Inc. Fiscal 2012 Director Compensation Plan

Exhibit 10.52

Kips Bay Medical, Inc. Fiscal 2012 Director Compensation Plan

For the twelve month period ending December 31, 2012, each non-employee director of Kips Bay Medical, Inc. (the “Company”) is eligible to receive compensation pursuant to the Fiscal 2012 Director Compensation Plan as follows:

Director Fees

Each non-employee director will receive an annual retainer of $18,000.  Each member of the audit committee will receive a retainer of $6,000, each member of the compensation committee will receive a retainer of $3,000 and each member of the nominating and governance committee will receive a retainer of $2,000.  In addition, the chair of the audit committee will receive an additional $10,000 and the chair of the compensation committee will receive an additional $5,000 for service as chair.

Restricted Stock Grants

In addition to the director fees provided above, each non-employee director receives restricted stock in recognition of each director’s service to the Company and to further align director and stockholder interests. On December 13, 2011 each non-employee director received a grant of 15,000 shares of restricted stock pursuant to the Company’s 2007 Long-Term Incentive Plan. The restrictions on such restricted stock will lapse one year from the grant date.