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| || ||Exhibit 10.6|
2019 EQUITY INCENTIVE PLAN
Deferred Stock Unit Master Agreement
This is a Deferred Stock Unit Master Agreement (the Agreement), effective as of , 20 , between SurModics, Inc., a Minnesota corporation (the Company), and you, . Any capitalized term used but not defined in this Agreement shall have the meaning set forth in the Companys 2019 Equity Incentive Plan as it currently exists or as it is amended in the future (the Plan).
A. Under the Plan, the Board has the authority to determine Awards and administer the Plan with respect to Awards involving Non-Employee Directors.
B. The Board has determined that Non-Employee Directors may elect to receive all or a portion of their annual cash retainers for service as a member of the Board and its committees in the form of restricted stock units, the payment of which is to be deferred in the normal course until the termination of the recipients service on the Board. Such restricted stock units are referred to in this Agreement as Deferred Stock Units or DSUs.
C. In accordance with the Companys Board Compensation Policy (the Policy), such annual cash retainers to Non-Employee Directors are payable in quarterly installments, in arrears, on the last trading day of each calendar quarter. To the extent a Non-Employee Director has elected to receive payment of such retainer installments for a calendar year in the form of Deferred Stock Units, the resulting DSUs will be granted as of the last trading day of each calendar quarter.
D. You have elected to receive % of each quarterly cash retainer installment to which you would otherwise be entitled for service as a Non-Employee Director during [specify calendar year] (the Grant Year) in the form of DSUs (the DSU Portion), each of which represents the right to receive one share of the Companys common stock. The number of DSUs that will be subject to each of these quarterly DSU grants during the Grant Year (the DSU Grants) will be determined by dividing the dollar amount of the DSU Portion by the Fair Market Value of a share of the Companys common stock on the applicable Grant Date.
E. Each quarterly DSU Grant will be evidenced by a Grant Notification in the form attached hereto as Exhibit A, and each such Grant Notification when issued by the Company will be incorporated into and made a part of this Agreement. The terms and conditions of each quarterly DSU grant are set forth in this Agreement, including the applicable Grant Notification, and in the attached Plan document.
Terms and Conditions of Quarterly DSU Grants
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Grant. Subject to Sections 6 and 7 below, on the last trading day of each calendar quarter during the Grant Year, you will be granted the number of DSUs specified in the applicable Grant Notification that reflects a Grant Date corresponding to the last trading day of that calendar quarter. Each DSU will represent the right to receive one Share of the Companys common stock. The DSUs granted to you will be credited to an account in your name maintained by the Company. This account shall be