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                                                                    EXHIBIT 10.1

                            VASCULAR SOLUTIONS, INC.

                        STOCK OPTION AND STOCK AWARD PLAN

                          AS AMENDED NOVEMBER 29, 2000

1.       Purpose of Plan

         This Plan shall be known as the "Vascular Solutions, Inc. Stock Option
and Stock Award Plan" and is hereinafter referred to as the "Plan". The Plan
shall provide for the issuance of shares of common stock, par value $.01 (the
"Common Stock"), of Vascular Solutions, Inc. (the "Corporation"). The purpose of
the Plan is to aid in maintaining and developing a mutually beneficial
relationship with employees and non-employees of the Corporation who perform
valuable services for or on behalf of the Corporation, to offer such persons
additional incentives to put forth maximum efforts for the success of the
business, and to afford them an opportunity to acquire a proprietary interest in
the Corporation. It is intended that this purpose be effected through the
granting of stock options, the awarding of Common Stock subject to restrictions
(the "Restricted Shares") and the awarding of stock appreciation rights to such
persons as hereinafter provided. Options granted under the Plan may be either
incentive stock options ("Incentive Stock Options") within the meaning of the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do not
qualify as Incentive Stock Options.

2.       Stock Subject to Plan

         Subject to the provisions of Section 11 hereof, the stock to be subject
to options and which may be awarded as Restricted Shares under the Plan shall be
shares of the Corporation's authorized Common Stock. Such shares may be either
authorized but unissued shares or issued shares which have been reacquired by
the Corporation. Subject to the adjustment as provided in Section 11 hereof, the
maximum number of shares on which options may be exercised or which may be
awarded as Restricted Shares under this Plan shall be 500,000. Any shares
subject to an option under the Plan which, for any reason, expires or is
terminated unexercised, shall be available for options or awards thereafter
granted during the term of the Plan. If any award of Restricted Shares is
forfeited in accordance with the terms and conditions of such award, the
Restricted Shares so forfeited shall also become available for further grants or
awards under the Plan.

3.       Administration of Plan

         (a) The Plan shall be administered by the Board of Directors of the
Corporation. The Board of Directors may authorize, at any time, the formation of
a Stock Option Committee (the "Committee"), consisting of two or more members
who shall be appointed from time to time by the Board of Directors. The Stock
Option Committee will, if formed, have authority to exercise the powers
conferred on the Board of Directors under the Plan, other than the power under
Section 11 herein to terminate or amend the Plan or to accelerate the
exercisability of any option or lift the restrictions on any Restricted Shares
granted or awarded under the Plan.



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         (b) The Board of Directors shall have plenary authority in its
discretion, subject to the express provisions of this Plan, to: (i) determine
the purchase price of the Common Stock covered by each option and the terms of
exercise of each such option, (ii) determine the persons to whom and the time or
times at which options (a person receiving an option is hereinafter referred to
as an "Optionee") or awards of Restricted Shares (a person receiving an award of
Restricted Shares is hereinafter referred to as a "Grantee") shall be granted or
made and the number of shares to be subject to each such option or award (iii)
determine the period during which Restricted Shares shall remain subject to
restrictions and the nature and type of restrictions that may be imposed on
Restricted Shares (iv) interpret the Plan, (v) prescribe, amend and rescind
rules and regulations relating to the Plan, (vi) determine the terms and
provisions (and amendments thereof) of each option and Restricted Share
agreement under this Plan (which agreements need not be identical), including
the designation of those options intended to be Incentive Stock Options, (vii)
the form of payment to be made upon the exercise of an SAR (as hereinafter
defined) as provided in Section 16, which payment may be either cash, common
stock of the Corporation or a combination thereof, and (viii) make all other
determinations necessary or advisable for the administration of the Plan.

         (c) The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum. All determinations of the Committee
shall be made by not less than a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members of the
Committee shall be fully effective as if it had been made by a majority vote at
a meeting duly called and held.

         (d) The granting of an option or an award pursuant to the Plan shall be
effective only if a written agreement shall have been duly executed and
delivered by and on behalf of the Corporation and the Optionee or Grantee to
whom such right is granted.

4.       Eligibility

         (a) Incentive Stock Options (as determined pursuant to Section 14
herein) may be granted only to employees of the Corporation and its subsidiary
corporations. Options which do not qualify as Incentive Stock Options and awards
of Restricted Shares may be granted or made to both employees and to individuals
or other entities (including but not limited to consultants) who perform
services for the Corporation but who are not employed by the Corporation, when
granting an option or award to such person would be of benefit to the
Corporation.

         (b) Notwithstanding any other provision in the Plan, if at the time an
option is otherwise to be granted pursuant to the Plan the Optionee owns
directly or indirectly (within the meaning of Section 425(d) of the Code (as
hereinafter defined) Common Stock of the Corporation possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Corporation or its parent or subsidiary corporations, if any, (within the
meaning of Section 422(b)(6) of the Code) then any Incentive Stock Option to be
granted to such Optionee pursuant to the Plan shall satisfy the requirements of
Section 422A(c)(6) of the Code, and the option price shall not be less than 110%
of the fair market value of the Common Stock of the Corporation, determined as
described in Section 5, and such option by its terms shall not be exercisable



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after the expiration of five (5) years from the date such option is granted.

5.       Price

                  The option price for all Incentive Stock Options granted under
the Plan shall be determined by the Board of Directors but shall not be less
than 100% of the fair market value of the Common Stock at the date of granting
of such option, as determined in good faith by such Board. The option price for
options granted under the Plan that do not qualify as Incentive Stock Options
shall also be determined by the Board of Directors but shall not be less than
50% of the fair market value of the Common Stock at the date of granting of the
option. The option price shall be payable at the time written notice of exercise
is given to the Corporation. An Optionee shall be entitled to pay the exercise
price in cash, by tendering to the Corporation shares of Common Stock,
previously owned by the Optionee for at least six months, having a fair market
value on the date of exercise equal to the option price, or, with the consent of
the Board of Directors, by the issuance of a promissory note to the Corporation.
The fair market value of such shares shall be (i) the closing price of the
Common Stock as reported for composite transactions if the Common Stock is then
traded on a national securities exchange, (ii) the last sales price if the
Common Stock is then traded on the NASDAQ National Market System, or (iii) the
average of the closing representative bid and asked prices as reported on NASDAQ
if the Common Stock is then traded on NASDAQ. If the Common Stock is not so
traded, the Board of Directors shall determine in good faith the fair market
value.

6.       Term

                  Each option and each Restricted Share award and all rights and
obligations thereunder shall (subject to the provisions of Section 8) expire on
the date determined by the Board of Directors and specified in the option
agreement or agreement relating to the award of the Restricted Shares. The Board
of Directors shall be under no duty to provide terms of like duration for
options or awards granted under the Plan; provided, however, that the term of
any Incentive Stock Option shall not extend more than ten (10) years from the
date of granting of the option.

7.       Exercise of Options and Awards

                  (a) The Board of Directors shall have full and complete
authority (subject to the provisions of Section 8) to determine, at the time of
granting or making, whether an option or Restricted Share award will be
exercisable in full at any time or from time to time during the term of the
option or award, or to provide for the exercise or receipt thereof in such
installments and at such times during the term of the option or award as Board
may determine. Notwithstanding any provision of the Plan or the terms of any
option granted or award of Restricted Shares made under the Plan, no option
granted or Restricted Share awarded under the Plan may be exercised until at
least six months from the date of grant or award.

                  (b) Notwithstanding any provision of the Plan or the terms of
any option granted or award of Restricted Shares made under the Plan, the
exercise of any option or the transferring of any shares of Common Stock on the
books and records of the Corporation pursuant to a Restricted Share award may be
made contingent upon receipt from the Optionee or Grantee (or other person



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rightfully exercising the option or receiving certificates for the shares
granted pursuant to a Restricted Share award) of a representation that, at the
time of such exercise or receipt, it is their then intention to acquire the
shares so received thereunder for investment and not with a view to distribution
thereof. Certificates for shares issued or transferred pursuant to the exercise
of any option or the granting of any Restricted Share award may be restricted as
to further transfers upon advice of legal counsel that such restriction is
appropriate to comply with applicable securities laws.

                  (c) Notwithstanding any provision of the Plan or the terms of
any option granted or award of Restricted Shares made under the Plan, the
Company shall not be required to issue any shares of Common Stock, deliver any
certificates for shares of Common Stock or transfer on its books and records any
shares of Common Stock if such issuance, delivery or transfer would, in the
judgment of the Board of Directors, constitute a violation of any state or
Federal law, or of the rules and regulations of any governmental regulatory body
or any securities exchange.

                  (d) An Optionee electing to exercise an option shall give
written notice to the Corporation of such election and of the number of shares
subject to such exercise. The full purchase price of such shares shall be
tendered, in accordance with the provisions of Section 5, with such notice of
exercise. Until such person has been issued a certificate or certificates for
the shares subject to such exercise, he shall possess no rights as a stockholder
with respect to such shares.

                  (e) Nothing in the Plan or in any agreement thereunder shall
confer on any employee any right to continue in the employ of the Corporation or
any of its subsidiaries or affect, in any way, the right of the Corporation or
any of its subsidiaries to terminate his or her employment at any time.

8.       Effect of Termination of Employment or Death

                  Unless otherwise stated in the option agreement, the following
provisions shall govern the treatment of an option upon termination of
employment:

                  (a) In the event that the optionee shall cease to be employed
by the Corporation or its subsidiaries, if any, for any reason other than such
holder's gross and willful misconduct or death or disability, such optionee
shall have the right to exercise the option at any time within three months
after such termination of employment to the extent of the full number of shares
such holder was entitled to purchase under the option on the date of
termination, subject to the condition that no option shall be exercisable after
the expiration of the term of the option.

                  (b)  In the event that an optionee shall cease to be employed
by the Corporation or its subsidiaries, if any, by reason of such holder's gross
and willful misconduct during the course of employment, including but not
limited to wrongful appropriation of funds of the Corporation or the commission
of a gross misdemeanor or felony, the option shall be terminated as of the date
of the misconduct.

                  (c) If the optionee shall die while in the employ of the
Corporation or any subsidiary, if any, or within three (3) months after
termination of employment for any reason other than gross and willful
misconduct, or become disabled (within the meaning of Section 105(d)(4) of



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the Code) while in the employ of the Corporation or a subsidiary, if any, and
such optionee shall not have fully exercised the option, such option may be
exercised at any time within twelve months after such holder's death or such
disability by the personal representatives, administrators, or, if applicable,
guardian, of the optionee or by any person or persons to whom the option is
transferred by will or the applicable laws of descent and distribution to the
extent of the full number of shares such holder was entitled to purchase under
the option on the date of death, disability or termination of employment, if
earlier, and subject to the condition that no option shall be exercisable after
the expiration of the term of the option.

9.       Nontransferability of Options

                  No option granted under the Plan shall be transferable by an
Optionee, otherwise than by will or the laws of descent or distribution or
pursuant to a qualified domestic relations order as defined by the Code.

 10.     Dilution or Other Adjustments

                  If the number of outstanding shares of the Common Stock of the
Corporation shall, at any time, be increased or decreased as a result of a
subdivision or consolidation of shares, stock dividend, stock split, spin-off or
other distribution of assets to shareholders, recapitalization, merger,
consolidation or other corporate reorganization in which the Corporation is the
surviving corporation, the number and kind of shares subject to the Plan and to
any option, SAR or Restricted Share award previously granted or made, as well as
the option price or amount payable upon the exercise of any previously granted
option or SAR, shall be appropriately adjusted in order to prevent the dilution
or enlargement of rights of holders of outstanding options, SARs or Restricted
Share awards. Any fractional shares resulting from any such adjustment shall be
eliminated.

11.      Amendment or Discontinuance of Plan

                  The Board of Directors may amend or discontinue the Plan at
any time; however, no amendment of the Plan shall, without shareholder approval,
amend the Plan in a way which would cause the Plan to no longer comply with Rule
16b-3 under the Securities Exchange Act of 1934 or any successor rule or other
regulatory requirements. Except as provided in Section 10, the Board of
Directors shall not alter or impair any option, SAR or Restricted Share award
thereto granted or made under the Plan without the consent of the holder of the
option, SAR or award; provided, however, that the Board of Directors may
accelerate the exercisability of options (and any related SARs) or lift any
restrictions imposed on Restricted Shares at any time during the term of such
options or awards without the consent of the holder thereof.

12.      Time of Granting

                  Nothing contained in the Plan or in any resolution adopted or
to be adopted by the Board of Directors or by the shareholders of the
Corporation, and no action taken by the Board of Directors (other than the
execution and delivery of an option or the making of an Award Agreement (as
hereinafter defined)), shall constitute the granting of an option or the making
of a Restricted Share award hereunder. The granting of an option or the making
of a Restricted Share award




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pursuant to the Plan shall take place only when a written option or Award
Agreement shall have been duly executed and delivered by or on behalf of the
Corporation to the Optionee or Grantee to whom such option or award is granted
or made.


13.       Termination of Plan

                  Unless the Plan shall have been discontinued as provided in
Section 12 hereof, the Plan shall terminate on December 22, 2006. No option or
Restricted Share award may be granted or made after such termination, but
termination of the Plan shall not, without the consent of the Optionee or
Grantee, alter or impair any rights or obligations under any option, SAR or
Restricted Share award theretofore granted or made.

14.      Determination of Incentive Stock Option

                  The Board shall determine, upon the granting of each option,
whether such option shall be an Incentive Stock Option or an option that does
not qualify as an Incentive Stock Option.

15.      Restricted Share Awards

                  Each award of Restricted Shares under the Plan shall be
evidenced by an instrument (an "Award Agreement"). Each Award Agreement shall be
subject to the terms and conditions of the Plan but may contain additional terms
and conditions (which terms and conditions may vary from Grantee to Grantee)
that are not inconsistent with the Plan as the Board of Directors may deem
necessary and desirable. Each Award Agreement shall comply with the following
terms and conditions:

                  (a) The Board of Directors shall determine the number of
Restricted Shares to be awarded to a Grantee.

                  (b) At the time of the award of Restricted Shares, a
certificate representing the appropriate number of shares of Common Stock
awarded to a Grantee shall be registered in the name of such Grantee but shall
be held by the Corporation or any custodian appointed by the Corporation for the
account of the Grantee subject to the terms and conditions of the Plan. The
Grantee shall have all rights of a stockholder as to such shares of Common
Stock, including the right to receive dividends and the right to vote such
Common Stock, subject to the following restrictions: (i) the Grantee shall not
be entitled to delivery of the stock certificate until the expiration of the
Restricted Period (as hereinafter defined); (ii) the Restricted Shares may not
be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period; and (iii) all or a specified portion of the
Restricted Shares shall be forfeited and all rights of the Grantee to any
forfeited Restricted Shares shall terminate without further obligation on the
part of the Corporation unless the Grantee remains in the continuous employment
of the Corporation for the period in relation to which all or such portion of
the Restricted Shares were granted ( the "Restricted Period"). No Restricted
Shares shall have a Restricted Period of less than six (6) months from the date
of award. The Board of Directors shall have the power to determine which portion
of an award of Restricted Shares shall be forfeited in the event of a Grantee's
failure to



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remain in the continuous employment of the Corporation during the Restricted
Period relating to such award. In addition, the Board of Directors may specify
additional restrictions or events which must occur during the Restricted Period
or the Restricted Shares, or a portion thereof, shall be forfeited as stated in
the award thereof. Any shares of Common Stock received as a result of a stock
distribution to holders of Restricted Shares shall be subject to the same
restrictions as such Restricted Shares.

                  (c) At the end of each applicable Restricted Period or at such
earlier time as otherwise provided by the Board of Directors, all restrictions
contained in an Award Agreement and in the Plan shall lapse as to such portion
of the Restricted Shares granted in relation to such Restricted Period, and a
stock certificate for the appropriate number of shares of Common Stock, free of
restrictions, shall be delivered to the Grantee or the Grantee's beneficiary or
estate, as the case may be.

                  (d) There shall be no limitation on the number of shares of
Common Stock which a Grantee may be awarded except that no Grantee may be
awarded shares of Common Stock in excess of the number of shares remaining
available for option grants and awards of Restricted Shares under the Plan.

16.      Alternative Stock Appreciation Rights

                  (a) Grant. At the time of grant of an option under the Plan
(or at any time thereafter as to options which are not Incentive Stock Options),
the Board of Directors, in its discretion, may grant to the holder of such
option an alternative Stock Appreciation Right ("SAR") for all or any part of
the number of shares covered by the holder's option. Any such SAR may be
exercised as an alternative, but not in addition to, an option granted
hereunder, and any exercise of an SAR shall reduce an option by the same number
of shares as to which the SAR is exercised. An SAR granted to an Optionee shall
provide that such SAR, if exercised, must be exercised within the time period
specified therein. Such specified time period may be less than (but may not be
greater than) the time period during which the corresponding option may be
exercised. An SAR may be exercised only when the corresponding option is
eligible to be exercised. The failure of the holder of an SAR to exercise such
SAR within the time period specified shall not reduce such holder's option
rights. If an SAR is granted for a number of shares less than the total number
of shares covered by the corresponding option, the Board of Directors may later
(as to options which are not Incentive Stock Options) grant to the Optionee an
additional SAR covering additional shares; provided, however, that the aggregate
amount of all SARs held by any Optionee shall at no time exceed the total number
of shares covered by such Optionee's unexercised options.

                  (b) Exercise. The holder of any option which by its terms is
exercisable who also holds an SAR may, in lieu of exercising their option, elect
to exercise their SAR, subject, however, to the limitation on time of exercise
hereinafter set forth. Such SAR shall be exercised by the delivery to the
Corporation of a written notice which shall state that the Optionee elects to
exercise their SAR as to the number of shares specified in the notice and which
shall further state what portion, if any, of the SAR exercise amount
(hereinafter defined) the holder thereof requests be paid in cash and what
portion, if any, such holder requests be paid in Common Stock of the
Corporation. The Board of Directors shall promptly cause to be paid to such
holder the SAR



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exercise amount either in cash, in Common Stock of the Corporation, or any
combination of cash and stock as the Board of Directors may determine. Such
determination may be either in accordance with the request made by the holder of
the SAR or in the sole and absolute discretion of the Board of Directors. The
SAR exercise amount is the excess of the fair market value of one share of the
Corporation's Common Stock on the date of exercise over the per share option
price for the option in respect of which the SAR was granted multiplied by the
number of shares as to which the SAR is exercised. For the purposes hereof, the
fair market value of the Corporation's shares shall be determined as provided in
Section 5 herein. An SAR may be exercised only when the SAR exercise amount is
positive.

                  (c) Limitation on Date of Exercise. A cash settlement of an
SAR by an officer or director of the Corporation may only be accomplished in
compliance with Rule 16b-3(e) of the Securities Exchange Act of 1934 as
presently in effect or as subsequently modified by amendment.

                  (d) Other Provisions of Plan Applicable. All provisions of
this Plan applicable to options granted hereunder shall apply with equal effect
to an SAR. No SAR shall be transferable otherwise than by will or the laws of
descent and distribution and an SAR may be exercised during the lifetime of the
holder thereof, only by such holder.

17.      Tax Indemnification Payments

                  The Board shall have the authority, at the time of the grant
of an option or the making of a Restricted Share award under the Plan or at any
time thereafter, to approve tax indemnification payments to designated Optionees
and Grantees to be paid upon their exercise of stock options which do not
qualify as incentive stock options or recognition of a taxable gain by reason of
their receipt of an award of Restricted Shares, as the case may be. The amount
of any such payments shall not exceed the amount of tax generally payable by an
Optionee or Grantee by reason of such exercise or recognition, and shall not, in
any case, exceed sixty percent of the amount imputed as taxable income to a
particular Optionee or Grantee by reason of either of the above-described
events. The Board of Directors shall have full authority, in its discretion, to
determine the amount of any such payment, the terms and conditions affecting the
exercise, vesting and payment of any payment, and whether any payment shall be
payable in cash or other property.

18.      Income Tax Withholding

                  In order to assist an Optionee or Grantee in paying federal
and state income taxes required to be withheld upon the exercise of an option or
receipt of a Restricted Share award granted or made hereunder, the Board of
Directors, in its discretion and subject to such additional terms and conditions
as it may adopt, may permit the Grantee or Optionee to elect to satisfy such
income tax withholding obligation by delivering previously owned shares or by
having the Corporation withhold a portion of the shares otherwise to be
delivered upon exercise of such option or award with a fair market value,
determined in accordance with the provisions of Section 5 hereof, in an amount
up to the Optionee's maximum marginal tax rate. Any such election by an officer
or director of the Corporation must comply with the provisions of Rule 16b-3
under the Securities Exchange Act of 1934 or any successor rule.