SUMMARY OF DIRECTOR COMPENSATION
(Effective April 1, 2007)
Effective April 1, 2007, non-employee directors of Cardiogenesis Corp
oration are entitled to
receive the following compensation for their service on the Board and committees of the Board:
1. Each non-employee director will receive an annual retainer of $12,000 (payable quarterly)
and a per meeting fee of $2,500 for each regularly scheduled quarterly meeting of the Board of
Directors attended in person by such director as well as reimbursement for travel expenses
associated with attendance at any such meeting.
2. In addition, the chairmen of the Companys Audit Committee, Compensation Committee, and
Corporate Governance Committee will receive an additional annual retainer of $5,000, $2,500 and
$2,000 per year (payable quarterly). Members of the Audit Committee other than the chairman will
receive an additional annual retainer of $2,500 (payable quarterly).
3. Each member of the Companys Audit Committee, Compensation Committee and Corporate
Governance Committee will receive a per meeting fee of $1,000 for each regularly scheduled separate
meeting of such Committee attended by such person or telephonically.
4. Pursuant to the terms of the Companys 1996 Director Stock Option Plan, as currently in
effect, each non-employee director of the Company receives an option to purchase 22,500 shares of
Common Stock upon his election to the Board of Directors and subsequent option grants of 7,500
shares upon his re-election each year (provided that such re-election is at least six months after
the date of initial election to the Board of Directors). The exercise price is 100% of the closing
price of the Companys common stock on the date prior to the grant date. Initial option grants vest
as to one-third of the shares on each yearly anniversary of the grant date until fully vested.
Subsequent option grants vest in full on the first anniversary of the date of grant. If the
non-employee director ceases to serve as a director for any reason, vesting shall cease as of the
date of such termination and shall be exercisable for 60 days following termination except in the
case of death or disability in which case the option shall be exercisable for a period of 12 months
following termination as a director.