8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 19, 2007 (June 15, 2007)

REPLIDYNE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	000-52082 (Commission File Number)	84-1568247 (I.R.S. Employer Identification No.)
1450 Infinite Drive, Louisville, Colorado (Address of principal executive offices)		80026 (Zip Code)

303-996-5500
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

INFORMATION TO BE INCLUDED IN THE REPORT
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Amendment to Employment Agreement - Kenneth J. Collins
Amendment to Employment Agreement - Roger Echols, M.D.
Amendment to Employment Agreement - Mark Smith
Amendment to Employment Agreement - Nebojsa Janjic, Ph.D.
Amendment to Employment Agreement - Peter Letendre, Pharm.D.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 15, 2007, Replidyne, Inc. (the “Company”) entered into amendments of the employment agreements of the following named executive officers: Kenneth J. Collins, Mark Smith, Peter Letendre, Pharm.D., Nebojsa Janjic, Ph.D. and Roger Echols, M.D (the “Employment Agreements”).

Amendment to Employment Agreement of Kenneth J. Collins — Chief Executive Officer

The purpose of the amendment to the employment agreement of Kenneth J. Collins is to provide for the following:

(1) An increase in the amount of salary continuation he is entitled to receive following termination by the Company without cause or for good reason from 12 months to 18 months and continued medical insurance coverage through the end of this 18 month period;

(2) A change in the definition of “Good Reason” to (i) comply with Section 409A of the Internal Revenue Code (the “Code”) by providing for a 30 day notice and opportunity to cure provision and (ii) provide that a material change in geographic location (more than 50 miles) from his current principal place of performing services on behalf of the Company constitutes “Good Reason”;

(3) An increase to the bonus that he is eligible to receive following termination after a change of control by the Company from the average of his annual bonus from the two years prior to such termination to the average of his annual bonus from the two years prior to such termination multiplied by 1.5; and

(4) Addition of new language to reflect the final regulations of Treasury Regulation 409A regarding deferred compensation payments to executives of public companies.

Amendment to Employment Agreements of Mark Smith, Chief Financial Officer, Roger Echols, M.D., Chief Medical Officer, and Nebojsa Janjic, Ph.D., Chief Scientific Officer

The purpose of the amendment to each of the employment agreements of Mark Smith, Roger Echols, M.D. and Nebojsa Janjic, Ph.D. is to provide for the following:

(1) An increase in the annual performance bonus they are entitled to receive from 30% of their base salary to 40% of their base salary;

(2) A change in the definition of “Good Reason” to (i) comply with the Code by providing for a 30 day notice and opportunity to cure provision and (ii) provide that a material change in geographic location (more than 50 miles) from their current principal place of performing services on behalf of the Company constitutes “Good Reason”;

(3) Following a termination after a change of control by the Company, eligibility to receive a bonus equal to the average of their annual bonus from the two years prior to such termination; and

(4) Addition of new language to reflect the final regulations of Treasury Regulation 409A regarding deferred compensation payments to executives of public companies.

Amendment to Employment Agreement of Peter Letendre, Pharm.D., Chief Commercial Officer

The purpose of the amendment to the employment agreement of Peter Letendre, Pharm.D. is to provide for the following:

(1) An increase in the annual performance bonus he is entitled to receive from 40% of his base salary to 50% of his base salary;

(2) A change in the definition of “Good Reason” to (i) comply with the Code by providing for a 30 day notice and opportunity to cure provision and (ii) provide that a material change in geographic location (more than 50 miles) from his current principal place of performing services on behalf of the Company constitutes “Good Reason”;

(3) Following a termination after a change of control by the Company, eligibility to receive a bonus equal to the average of his annual bonus from the two years prior to such termination; and

(4) Addition of new language to reflect the final regulations of Treasury Regulation 409A regarding deferred compensation payments to executives of public companies.

In addition to the above provisions, the Employment Agreements provide that each employee may be fired at any time with or without cause. However, if the employee’s employment is terminated without cause or terminated by the employee for good reason, each employee is entitled to a salary continuation for a period of 12 months from the date of termination and reimbursement for the cost of continued medical insurance coverage through the end of this 12 month period (with the exception of Mr. Collins who, as discussed above, is entitled to 18 month salary continuation and continued medical insurance coverage through the end of this 18 month period) or, if earlier, the date on which the employee obtains alternative group health insurance. In addition, following a change of control of the Company, the Employment Agreements provide that each employee is entitled to acceleration of vesting of 50% of his outstanding unvested options to purchase the Company’s common stock. The Employment Agreements further provide that if the employee’s employment is terminated without cause or terminated by the employee for good reason within one month before or 13 months following a change of control of the Company, then the employee shall be entitled to the following: (i) salary continuation for a period of 12 months (or 18 months with respect to Mr. Collins and Dr. Janjic); (ii) reimbursement for the cost of continued medical insurance coverage through the end of this 12 month period (or 18 month period with respect to Mr. Collins and Dr. Janjic) or, if earlier, the date on which the employee obtains alternative group health insurance; and (iii) acceleration of vesting of all of the employee’s outstanding unvested options to purchase the Company’s common stock.

Under the Employment Agreements, the annual base salary of each employee is as follows:

Kenneth J. Collins	$	350,000
Roger M. Echols, M.D.	$	345,000
Nebojsa Janjic, Ph.D.	$	275,000
Peter W. Letendre, Pharm.D.	$	295,000
Mark L. Smith	$	280,000

Pursuant to the Employment Agreements, the employees are each eligible for an annual performance bonus. As discussed above, the eligibility for Mr. Smith, Dr. Echols and Dr. Janjic was raised to 40% of their respective base salaries and the eligibility for Dr. Letendre was raised to 50% of his base salary. Mr. Collins is eligible to receive an annual bonus of 50% of his base salary. Under the Employment Agreements, the employee’s eligibility to receive an annual performance bonus is based upon the employee’s achievement of milestones and objectives established by the Company, as determined by the board of directors in its sole discretion.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Kenneth J. Collins.
10.2	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Roger Echols, M.D.
10.3	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Mark Smith.
10.4	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Nebojsa Janjic, Ph.D.
10.5	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Peter Letendre, Pharm.D.

SIGNATURE

     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 undersigned hereunto duly authorized.

	REPLIDYNE, INC.
Dated: June 19, 2007	By:	/s/ Kenneth J. Collins
		Kenneth J. Collins
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Ken Collins.
10.2	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Roger Echols, M.D.
10.3	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Mark Smith.
10.4	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Nebojsa Janjic, Ph.D.
10.5	Amendment to Employment Agreement dated June 15, 2007 by and between the Company and Peter Letendre, Pharm.D.

EX-10.1

Exhibit 10.1

AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Amendment (this “Amendment”) is made effective as of June 15, 2007, and is entered into by and between Replidyne, Inc. (the “Company”), and Ken Collins (“Employee”) and, together with the Company, the “Parties”).

RECITALS

     WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated April 3, 2006 (the “Employment Agreement”);

     WHEREAS, in order to reflect the final terms and conditions related to Employee’s change in control benefits and certain other changes to the Employment Agreement, the Parties desire to amend certain terms of the Employment Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1.	All capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.
2.	The introductory paragraph of the Employment Agreement is hereby amended and restated to reflect this Amendment, and will now read in its entirety as follows:

     This Employment Agreement (the “Agreement”) is made as of this 3rd day of April, 2006, and amended effective June 15, 2007, by and between Replidyne, Inc., (the “Company”), and Ken Collins (“Employee”) (collectively, the “Parties”).

     Whereas, the Company wishes to continue to employ Employee and to assure itself of the continued services of Employee on the terms set forth herein;

     Whereas, Employee wishes to be so employed under the terms set forth herein;

     Whereas, Employee and the Company are parties to that certain Amended and Restated Executive Employment Agreement dated February 20, 2002;

     Whereas, the Parties desire to amend and restate the Executive Employment Agreement to reflect certain additional and revised terms of Employee’s employment; and

     Whereas, the Parties intend that this Agreement, as amended, shall supersede and replace any similar agreements that presently exist or may have previously existed between the Parties regarding the terms of Employee’s employment with the Company.

3. Section 10(d) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (d) Termination by the Company without Cause or for Good Reason. In the event Employee’s employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Employee resigns for Good Reason (as defined herein) and upon the execution of a Release by Employee and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to receive the equivalent of eighteen (18) months of his Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the Effective Date of the Release. Provided that Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) months following a termination without Cause, the Company shall also reimburse Employee for the cost of COBRA premiums to be paid in order for Employee to maintain medical insurance coverage that is substantially equivalent to that which Employee received immediately prior to the termination provided, however, that the Company’s obligation to pay Employee’s COBRA premiums will cease immediately in the event Employee becomes eligible for group health insurance during the eighteen (18) month period, and Employee hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation and COBRA reimbursement are collectively referred to as the “Severance Benefits”).

4. Section 10(f) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (f) Definition of Good Reason. Employee may voluntarily terminate Employee’s employment for “Good Reason” by notifying the Company in writing, within thirty (30) days after the occurrence of one of the following events taken without Employee’s consent, that Employee intends to terminate Employee’s employment for Good Reason on the thirtieth (30th) day following the Company’s receipt of Employee’s notice, if the Company has not cured the event that gives rise to Good Reason before the end of such thirty (30) day period: (i) a reduction in Employee’s Base Salary, bonus (if any) or benefits that would materially diminish the aggregate value of Employee’s total compensation and benefits; (ii) the assignment to Employee of duties that are substantially and materially inconsistent with the position held by Employee prior to the Change in Control and that are not a reasonable advancement of Employee’s position within the Company; or (iii) a material change in geographic location (more than 50

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miles) from Employee’s current principal place of performing services on behalf of the Company.

4. Section 11(b) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (b) Change of Control Termination. If within the thirteen (13) months immediately following a Change in Control or the one (1) month immediately preceding a Change in Control: (i) Employee is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Employee voluntarily terminates his employment with the Company (or its successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Employee signs a Release and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to receive the Severance Benefits set forth in Paragraph 10(d). In addition, the Company will vest all of the shares subject to the options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Change in Control or upon termination in the case of a Change of Control Termination occurring after the Change of Control. All other terms and conditions set forth in the options, the Plan, and the applicable stock option agreements shall remain in full force and effect.

Employee shall also be eligible to receive a bonus equal to the average of Employee’s annual bonus for the two years prior to such Change in Control Termination multiplied by 1.5 to be paid at the same time as bonuses are paid pursuant to the Company’s policy.

5. Section 12 of the Employment Agreement is amended and restated to read in its entirety as follows:

12. Deferred Compensation. Severance Benefits and Change of Control Severance Benefits pursuant to Sections 10(d) and 11(b) above, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until 6 months after Executive’s separation from service

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if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

6.	Except as set forth above, the Employment Agreement, as amended, shall remain in full force and effect in accordance with its terms.
7.	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
8.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado applicable to contracts made and to be performed entirely within such state.
9.	This Amendment shall be effective upon its execution by each of the Company and Employee.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above.

/s/ Kenneth J. Collins
Kenneth J. Collins
REPLIDYNE, INC.
By:	/s/ Mark Smith
	Name:	Mark Smith
	Title:	Chief Financial Officer

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EX-10.2

Exhibit 10.2

AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Amendment (this “Amendment”) is made effective as of June 15, 2007, and is entered into by and between Replidyne, Inc. (the “Company”), and Roger Echols (“Employee”) and, together with the Company, the “Parties”).

RECITALS

     WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated April 19, 2006 (the “Employment Agreement”);

     WHEREAS, in order to reflect the final terms and conditions related to Employee’s change in control benefits and certain other changes to the Employment Agreement, the Parties desire to amend certain terms of the Employment Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1.	All capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.
2.	The introductory paragraph of the Employment Agreement is hereby amended and restated to reflect this Amendment, and will now read in its entirety as follows:

     This Employment Agreement (the “Agreement”) is made as of this 19th day of April, 2006, and amended effective June 15, 2007, by and between Replidyne, Inc., (the “Company”), and Roger Echols (“Employee”) (collectively, the “Parties”).

     Whereas, the Company wishes to continue to employ Employee and to assure itself of the continued services of Employee on the terms set forth herein;

     Whereas, Employee wishes to be so employed under the terms set forth herein;

     Whereas, Employee and the Company are parties to that certain Offer Letter dated November 29, 2004;

     Whereas, the Parties desire to amend and restate the Offer Letter to reflect certain additional and revised terms of Employee’s employment; and

     Whereas, the Parties intend that this Agreement, as amended, shall supersede and replace any similar agreements that presently exist or may have previously existed between the Parties regarding the terms of Employee’s employment with the Company.

3. Section 7 of the Employment Agreement is amended and restated to read in its entirety as follows:

7. Bonus. Employee may be eligible to receive an annual performance bonus of up to 40% of his Base Salary subject to employment taxes, withholding and deductions (“Bonus”) based upon Employee’s achievements of certain milestones and performance objectives established by the Company (“Variable Incentive Bonus Plan”). Except as expressly provided otherwise herein, Employee must remain employed with the Company throughout the applicable bonus year in order to be eligible for any Bonus. The Board of Directors, in its sole discretion, shall determine the extent to which Employee has achieved the performance targets upon which Employee’s Bonus is based, and the amount of Bonus to be paid to Employee, if any. Bonuses are not earned until they are approved in writing by the Board of Directors.

4. Section 10(f) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (f) Definition of Good Reason. Employee may voluntarily terminate Employee’s employment for “Good Reason” by notifying the Company in writing, within thirty (30) days after the occurrence of one of the following events taken without Employee’s consent, that Employee intends to terminate Employee’s employment for Good Reason on the thirtieth (30th) day following the Company’s receipt of Employee’s notice, if the Company has not cured the event that gives rise to Good Reason before the end of such thirty (30) day period: (i) a reduction in Employee’s Base Salary, bonus (if any) or benefits that would materially diminish the aggregate value of Employee’s total compensation and benefits; (ii) the assignment to Employee of duties that are substantially and materially inconsistent with the position held by Employee prior to the Change in Control and that are not a reasonable advancement of Employee’s position within the Company; or (iii) a material change in geographic location (more than 50 miles) from Employee’s current principal place of performing services on behalf of the Company.

5. Section 11(b) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (b) Change of Control Termination. If within the thirteen (13) months immediately following a Change in Control or the one (1) month immediately preceding a Change in Control: (i) Employee is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Employee voluntarily terminates his employment with the Company (or its

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successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Employee signs a Release and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to receive the Severance Benefits set forth in Paragraph 10(d). In addition, the Company will vest all of the shares subject to the options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Change in Control or upon termination in the case of a Change of Control Termination occurring after the Change of Control. All other terms and conditions set forth in the options, the Plan, and the applicable stock option agreements shall remain in full force and effect.

Employee shall also be eligible to receive a bonus equal to the average of Employee’s annual bonus for the two years prior to such Change in Control Termination to be paid at the same time as bonuses are paid pursuant to the Company’s policy.

6. Section 12 of the Employment Agreement is amended and restated to read in its entirety as follows:

12. Deferred Compensation. Severance Benefits and Change of Control Severance Benefits pursuant to Sections 10(d) and 11(b) above, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until 6 months after Executive’s separation from service if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

7. Except as set forth above, the Employment Agreement, as amended, shall remain in full force and effect in accordance with its terms.

8. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

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9.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado applicable to contracts made and to be performed entirely within such state.
10.	This Amendment shall be effective upon its execution by each of the Company and Employee.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above.

/s/ Roger Echols
Roger Echols
REPLIDYNE, INC.
By:	/s/ Kenneth J. Collins
	Name:	Kenneth J. Collins
	Title:	Chief Executive Officer

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EX-10.3

Exhibit 10.3

AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Amendment (this “Amendment”) is made effective as of June 15, 2007, and is entered into by and between Replidyne, Inc. (the “Company”), and Mark Smith (“Employee”) and, together with the Company, the “Parties”).

RECITALS

     WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated April 4, 2006 (the “Employment Agreement”);

     WHEREAS, in order to reflect the final terms and conditions related to Employee’s change in control benefits and certain other changes to the Employment Agreement, the Parties desire to amend certain terms of the Employment Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.

2. The introductory paragraph of the Employment Agreement is hereby amended and restated to reflect this Amendment, and will now read in its entirety as follows:

     This Employment Agreement (the “Agreement”) is made as of this 4th day of April, 2006, and amended effective June 15, 2007, by and between Replidyne, Inc., (the “Company”), and Mark Smith (“Employee”) (collectively, the “Parties”).

     Whereas, the Company wishes to continue to employ Employee and to assure itself of the continued services of Employee on the terms set forth herein;

     Whereas, Employee wishes to be so employed under the terms set forth herein;

     Whereas, Employee and the Company are parties to that certain Offer Letter dated January 23, 2006;

     Whereas, the Parties desire to amend and restate the Offer Letter to reflect certain additional and revised terms of Employee’s employment; and

     Whereas, the Parties intend that this Agreement, as amended, shall supersede and replace any similar agreements that presently exist or may have previously existed between the Parties regarding the terms of Employee’s employment with the Company.

3.	Section 7 of the Employment Agreement is amended and restated to read in its entirety as follows:
	7. Bonus. Employee may be eligible to receive an annual performance bonus of up to 40% of his Base Salary subject to employment taxes, withholding and deductions (“Bonus”) based upon Employee’s achievements of certain milestones and performance objectives established by the Company (“Variable Incentive Bonus Plan”). Except as expressly provided otherwise herein, Employee must remain employed with the Company throughout the applicable bonus year in order to be eligible for any Bonus. The Board of Directors, in its sole discretion, shall determine the extent to which Employee has achieved the performance targets upon which Employee’s Bonus is based, and the amount of Bonus to be paid to Employee, if any. Bonuses are not earned until they are approved in writing by the Board of Directors.
4.	Section 11(f) of the Employment Agreement is amended and restated to read in its entirety as follows:
	(f) Definition of Good Reason. Employee may voluntarily terminate Employee’s employment for “Good Reason” by notifying the Company in writing, within thirty (30) days after the occurrence of one of the following events taken without Employee’s consent, that Employee intends to terminate Employee’s employment for Good Reason on the thirtieth (30th) day following the Company’s receipt of Employee’s notice, if the Company has not cured the event that gives rise to Good Reason before the end of such thirty (30) day period: (i) a reduction in Employee’s Base Salary, bonus (if any) or benefits that would materially diminish the aggregate value of Employee’s total compensation and benefits; (ii) the assignment to Employee of duties that are substantially and materially inconsistent with the position held by Employee prior to the Change in Control and that are not a reasonable advancement of Employee’s position within the Company; or (iii) a material change in geographic location (more than 50 miles) from Employee’s current principal place of performing services on behalf of the Company.
5.	Section 12(b) of the Employment Agreement is amended and restated to read in its entirety as follows:
	(b) Change of Control Termination. If within the thirteen (13) months immediately following a Change in Control or the one (1) month immediately preceding a Change in Control: (i) Employee is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Employee voluntarily terminates his employment with the Company (or its

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	successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Employee signs a Release and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to receive the Severance Benefits set forth in Paragraph 11(d). In addition, the Company will vest all of the shares subject to the options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Change in Control or upon termination in the case of a Change of Control Termination occurring after the Change of Control. All other terms and conditions set forth in the options, the Plan, and the applicable stock option agreements shall remain in full force and effect.
	Employee shall also be eligible to receive a bonus equal to the average of Employee’s annual bonus for the two years prior to such Change in Control Termination to be paid at the same time as bonuses are paid pursuant to the Company’s policy.
6.	Section 13 of the Employment Agreement is amended and restated to read in its entirety as follows:
	12. Deferred Compensation. Severance Benefits and Change of Control Severance Benefits pursuant to Sections 10(d) and 11(b) above, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until 6 months after Executive’s separation from service if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.
7.	Except as set forth above, the Employment Agreement, as amended, shall remain in full force and effect in accordance with its terms.
8.	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

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9.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado applicable to contracts made and to be performed entirely within such state.
10.	This Amendment shall be effective upon its execution by each of the Company and Employee.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above.

/s/ Mark Smith  

Mark Smith 

REPLIDYNE, INC.
By:	/s/ Kenneth J. Collins
	Name:	Kenneth J. Collins
	Title:	Chief Executive Officer

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EX-10.4

Exhibit 10.4

AMENDMENT TO

EMPLOYMENT AGREEMENT

     This Amendment (this “Amendment”) is made effective as of June 15, 2007, and is entered into by and between Replidyne, Inc. (the “Company”), and Nebojsa Janjic (“Employee”) and, together with the Company, the “Parties”).

RECITALS

     WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated April 3, 2006 (the “Employment Agreement”);

     WHEREAS, in order to reflect the final terms and conditions related to Employee’s change in control benefits and certain other changes to the Employment Agreement, the Parties desire to amend certain terms of the Employment Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.

2. The introductory paragraph of the Employment Agreement is hereby amended and restated to reflect this Amendment, and will now read in its entirety as follows:

     This Employment Agreement (the “Agreement”) is made as of this 3rd day of April, 2006, and amended effective June 15, 2007, by and between Replidyne, Inc., (the “Company”), and Nebojsa Janjic (“Employee”) (collectively, the “Parties”).

     Whereas, the Company wishes to continue to employ Employee and to assure itself of the continued services of Employee on the terms set forth herein;

     Whereas, Employee wishes to be so employed under the terms set forth herein;

     Whereas, Employee and the Company are parties to that certain Amended and Restated Executive Employment Agreement dated February 20, 2002;

     Whereas, the Parties desire to amend and restate the Executive Employment Agreement to reflect certain additional and revised terms of Employee’s employment; and

     Whereas, the Parties intend that this Agreement, as amended, shall supersede and replace any similar agreements that presently exist or may have previously existed between the Parties regarding the terms of Employee’s employment with the Company.

3. Section 7 of the Employment Agreement is amended and restated to read in its entirety as follows:

7. Bonus. Employee may be eligible to receive an annual performance bonus of up to 40% of his Base Salary subject to employment taxes, withholding and deductions (“Bonus”) based upon Employee’s achievements of certain milestones and performance objectives established by the Company (“Variable Incentive Bonus Plan”). Except as expressly provided otherwise herein, Employee must remain employed with the Company throughout the applicable bonus year in order to be eligible for any Bonus. The Board of Directors, in its sole discretion, shall determine the extent to which Employee has achieved the performance targets upon which Employee’s Bonus is based, and the amount of Bonus to be paid to Employee, if any. Bonuses are not earned until they are approved in writing by the Board of Directors.

4. Section 10(f) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (f) Definition of Good Reason. Employee may voluntarily terminate Employee’s employment for “Good Reason” by notifying the Company in writing, within thirty (30) days after the occurrence of one of the following events taken without Employee’s consent, that Employee intends to terminate Employee’s employment for Good Reason on the thirtieth (30th) day following the Company’s receipt of Employee’s notice, if the Company has not cured the event that gives rise to Good Reason before the end of such thirty (30) day period: (i) a reduction in Employee’s Base Salary, bonus (if any) or benefits that would materially diminish the aggregate value of Employee’s total compensation and benefits and which for purposes of this Section 10(f) shall constitute a material breach of the Employment Agreement; (ii) the assignment to Employee of duties that are substantially and materially inconsistent with the position held by Employee prior to the Change in Control and that are not a reasonable advancement of Employee’s position within the Company; or (iii) a material change in geographic location (more than 50 miles) from Employee’s current principal place of performing services on behalf of the Company.

5. Section 11(b) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (b) Change of Control Termination. If within the thirteen (13) months immediately following a Change in Control or the one (1) month immediately preceding a Change in Control: (i) Employee is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii)

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Employee voluntarily terminates his employment with the Company (or its successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Employee signs a Release and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to the equivalent of eighteen (18) months of his Base Salary as in effect immediately prior to the Change of Control Termination Date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the Effective Date of the Release. Provided that Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) months following a Change in Control Termination, the Company shall also reimburse Employee for the cost of COBRA premiums to be paid in order for Employee to maintain medical insurance coverage that is substantially equivalent to that which Employee received immediately prior to the termination provided, however, that the Company’s obligation to pay Employee’s COBRA premiums will cease immediately in the event Employee becomes eligible for group health insurance during the eighteen (18) month period, and Employee hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation and COBRA reimbursement are collectively referred to as the “Change in Control Severance Benefits”).

In addition, the Company will vest all of the shares subject to the options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Change in Control or upon termination in the case of a Change of Control Termination occurring after the Change of Control. All other terms and conditions set forth in the options, the Plan, and the applicable stock option agreements shall remain in full force and effect.

Employee shall also be eligible to receive a bonus equal to the average of Employee’s annual bonus for the two years prior to such Change in Control Termination to be paid at the same time as bonuses are paid pursuant to the Company’s policy.

6. Section 12 of the Employment Agreement is amended and restated to read in its entirety as follows:

12. Deferred Compensation. Severance Benefits and Change of Control Severance Benefits pursuant to Sections 10(d) and 11(b) above, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute

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separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until 6 months after Executive’s separation from service if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

7. Except as set forth above, the Employment Agreement, as amended, shall remain in full force and effect in accordance with its terms.

8. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

9. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado applicable to contracts made and to be performed entirely within such state.

10. This Amendment shall be effective upon its execution by each of the Company and Employee.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above.

/s/ Nebojsa Janjic
Nebojsa Janjic
REPLIDYNE, INC.
By:	/s/ Kenneth J. Collins
	Name:	Kenneth J. Collins
	Title:	Chief Executive Officer

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EX-10.5

Exhibit 10.5

AMENDMENT TO

EMPLOYMENT AGREEMENT

     This Amendment (this “Amendment”) is made effective as of June 15, 2007, and is entered into by and between Replidyne, Inc. (the “Company”), and Peter Letendre (“Employee”) and, together with the Company, the “Parties”).

RECITALS

     WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated April 4, 2006 (the “Employment Agreement”);

     WHEREAS, in order to reflect the final terms and conditions related to Employee’s change in control benefits and certain other changes to the Employment Agreement, the Parties desire to amend certain terms of the Employment Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.

2. The introductory paragraph of the Employment Agreement is hereby amended and restated to reflect this Amendment, and will now read in its entirety as follows:

     This Employment Agreement (the “Agreement”) is made as of this 4th day of April, 2006, and amended effective June 15, 2007, by and between Replidyne, Inc., (the “Company”), and Peter Letendre (“Employee”) (collectively, the “Parties”).

     Whereas, the Company wishes to continue to employ Employee and to assure itself of the continued services of Employee on the terms set forth herein;

     Whereas, Employee wishes to be so employed under the terms set forth herein;

     Whereas, Employee and the Company are parties to that certain Offer Letter dated January 21, 2005;

     Whereas, the Parties desire to amend and restate the Offer Letter to reflect certain additional and revised terms of Employee’s employment; and

     Whereas, the Parties intend that this Agreement, as amended, shall supersede and replace any similar agreements that presently exist or may have previously existed between the Parties regarding the terms of Employee’s employment with the Company.

3. Section 7 of the Employment Agreement is amended and restated to read in its entirety as follows:

7. Bonus. Employee may be eligible to receive an annual performance bonus of up to 50% of his Base Salary subject to employment taxes, withholding and deductions (“Bonus”) based upon Employee’s achievements of certain milestones and performance objectives established by the Company (“Variable Incentive Bonus Plan”). Except as expressly provided otherwise herein, Employee must remain employed with the Company throughout the applicable bonus year in order to be eligible for any Bonus. The Board of Directors, in its sole discretion, shall determine the extent to which Employee has achieved the performance targets upon which Employee’s Bonus is based, and the amount of Bonus to be paid to Employee, if any. Bonuses are not earned until they are approved in writing by the Board of Directors.

4. Section 10(f) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (f) Definition of Good Reason. Employee may voluntarily terminate Employee’s employment for “Good Reason” by notifying the Company in writing, within thirty (30) days after the occurrence of one of the following events taken without Employee’s consent, that Employee intends to terminate Employee’s employment for Good Reason on the thirtieth (30th) day following the Company’s receipt of Employee’s notice, if the Company has not cured the event that gives rise to Good Reason before the end of such thirty (30) day period: (i) a reduction in Employee’s Base Salary, bonus (if any) or benefits that would materially diminish the aggregate value of Employee’s total compensation and benefits; (ii) the assignment to Employee of duties that are substantially and materially inconsistent with the position held by Employee prior to the Change in Control and that are not a reasonable advancement of Employee’s position within the Company; or (iii) a material change in geographic location (more than 50 miles) from Employee’s current principal place of performing services on behalf of the Company.

5. Section 11(b) of the Employment Agreement is amended and restated to read in its entirety as follows:

     (b) Change of Control Termination. If within the thirteen (13) months immediately following a Change in Control or the one (1) month immediately preceding a Change in Control: (i) Employee is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Employee voluntarily terminates his employment with the Company (or its

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successor entity) for Good Reason (either constituting a “Change of Control Termination”), and in each case Employee signs a Release and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Employee shall be entitled to receive the Severance Benefits set forth in Paragraph 10(d). In addition, the Company will vest all of the shares subject to the options and such vesting shall occur upon the occurrence of the Change of Control in the case of a Change of Control Termination occurring prior to the Change in Control or upon termination in the case of a Change of Control Termination occurring after the Change of Control. All other terms and conditions set forth in the options, the Plan, and the applicable stock option agreements shall remain in full force and effect.

Employee shall also be eligible to receive a bonus equal to the average of Employee’s annual bonus for the two years prior to such Change in Control Termination to be paid at the same time as bonuses are paid pursuant to the Company’s policy.

6. Section 12 of the Employment Agreement is amended and restated to read in its entirety as follows:

12. Deferred Compensation. Severance Benefits and Change of Control Severance Benefits pursuant to Sections 10(d) and 11(b) above, to the extent of payments made from the date of termination of Executive’s employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until 6 months after Executive’s separation from service if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

7. Except as set forth above, the Employment Agreement, as amended, shall remain in full force and effect in accordance with its terms.

8. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

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9.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado applicable to contracts made and to be performed entirely within such state.
10.	This Amendment shall be effective upon its execution by each of the Company and Employee.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above.

/s/ Peter Letendre
Peter Letendre
REPLIDYNE, INC.
By:	/s/ Kenneth J. Collins
	Name:	Kenneth J. Collins
	Title:	Chief Executive Officer

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