exv10w3



 








Exhibit 10.3




VOLCANO CORPORATION




2005 EQUITY COMPENSATION PLAN




     The purpose of the Volcano Corporation 2005 Equity Compensation Plan (the “Plan”) is to
provide (i) designated employees of Volcano Corporation (the “Company”) and its parents and
subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its
parents or subsidiaries, and (iii) non-employee members of the Board of Directors of the Company
(the “Board”) with the opportunity to receive grants of incentive stock options, nonqualified stock
options, stock awards (including restricted stock units), and stock appreciation rights. The
Company believes that the Plan will encourage the participants to contribute materially to the
growth of the Company, thereby benefiting the Company’s stockholders, and will align the economic
interests of the participants with those of the stockholders.



     1. Administration



     (a) Committee.
The Plan shall be administered and interpreted by the members of
the Compensation Committee of the Board (the “Committee”),
which (i) shall consist of “outside
directors” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), and related Treasury regulations, and “non-employee directors” as defined under Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) shall have the
authority set forth below.



     (b) Committee
Authority. The Committee or its delegate shall have the sole authority to
(i) determine the individuals to whom grants shall be made under
the Plan; (ii) determine the type,
size, and terms of the grants to be made to each such individual; (iii) determine the time when the
grants will be made and the duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability; (iv) amend the terms of any
previously issued grant; and (v) deal with any other matters arising under the Plan. However, the
Board may ratify or approve any grants as it deems appropriate, and the Board shall approve and
administer all grants made to non-employee directors.



     (c) Committee
Determinations. The Committee or its delegate shall have full
 power and
authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend
such rules, regulations, agreements, and instruments for implementing the Plan and for the conduct
of its business as it deems necessary or advisable, in its sole discretion. The Committee’s or its
delegate’s interpretations of the Plan and all determinations made by the Committee or its delegate
pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having
any interest in the Plan or in any awards granted hereunder. All powers of the Committee or
its delegate shall be executed in its or their sole discretion, in
the best interest of the Company,
not as a fiduciary, and in keeping with the objectives of the Plan
and need not be uniform as to
similarly situated individuals.



 









 







     (d) Other
Equity Awards. The terms of this Plan shall not impact or govern the
administration by the Company or the rights of any holders of an
option or stock award granted
pursuant to the Volcano Corporation 2000 Long Term Incentive Plan, as amended (the “2000 Plan”).
Unless otherwise provided by the Company and agreed to by the recipient of an award under the 2000
Plan, all awards granted pursuant to the 2000 Plan shall continue to be governed by the terms of
such plan.



     (e) No
Repricings. Notwithstanding anything in this Plan to the
contrary, with respect
to Options held by a person subject to Section 16 of the
Exchange Act, in no event may the Board,
the Committee or its or their delegate (i) amend or modify an Option in a manner that would reduce
the exercise price of such Option; (ii) substitute an Option for another Option with a lower
exercise price; (iii) cancel an Option and issue a new Option with a lower exercise price to the
holder of the cancelled Option within six (6) months following the date of the cancellation of the
cancelled Option; or (iv) cancel an outstanding Option that is under water (i.e., for which the Fair
Market Value, as defined below, of the underlying Shares is less than the Option’s Exercise Price,
as defined below) for the purpose of granting a replacement Grant (as
defined below) of a different
type.



     2. Grants



     (a) Awards under the Plan may consist of grants of incentive stock options as described
in Section 5 (“Incentive Stock Options”), nonqualified stock options as described in Section 5
(“Nonqualified Stock Options”) (Incentive Stock Options and Nonqualified Stock Options are
collectively referred to as “Options”), stock awards as described in Section 6 (“Stock Awards”),
restricted stock units as described in Section 6 (“Restricted Stock Units”), and Stock Appreciation
Rights described in Section 7 (“SARs”) (hereinafter collectively referred to as “Grants”). All
Grants shall be subject to the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan and as specified in the individual grant instrument or an
amendment to the grant instrument (the “Grant Instrument”). All Grants shall be made conditional
upon the Grantee’s acknowledgement, in writing or by acceptance of the Grant, that all decisions
and determination of the Committee or its delegate shall be final and binding on the Grantee, his
or her beneficiaries and any other person having or claiming an interest under such Grant. Grants
under a particular Section of the Plan need not be uniform as among the grantees.



     3. Shares Subject to the Plan



     (a) Shares Authorized. Subject to adjustment as described below, (i) the maximum
aggregate number of shares of common stock of the Company (“Company Stock”) that may be issued or
transferred under any forms of Grants under the Plan is six million four hundred seventy eight
thousand eight hundred and fourteen (6,478,814) shares minus the sum of (A) such number of shares
subject to stock options granted under the 2000 Plan, which stock options are issued and
outstanding or issued and exercised and (B) such number of shares subject to stock awards granted
under the 2000 Plan and not forfeited or repurchased, (ii) the maximum aggregate number of shares
of Company



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Stock that may be issued under the Plan under Incentive Stock Options is the number of shares
calculated under Section 3(a)(i) above, and (iii) the maximum aggregate number of shares of Company
Stock that may be issued under the Plan under Awards other than Options is the lesser of (A) one
million six hundred thousand (1,600,000) shares minus such number of stock awards granted under the
2000 Plan and not forfeited or repurchased and (B) the number of shares calculated under Section
3(a)(i) above. For purposes of this Section 3(a), stock appreciation rights to be settled in shares
of Company Stock shall be counted in full against the number of shares of Company Stock available
for award under the Plan, regardless of the number of exercise gain shares issued upon the
settlement of the stock appreciation right. The maximum aggregate number of shares of Company Stock
that shall be subject to Grants made under the Plan to any individual during any calendar year
shall be the lesser of (A) one million (1,000,000) shares and (B) the number of shares calculated
under Section 3(a)(i) above, subject to adjustment as described below. The shares may be authorized
but unissued shares of Company Stock or reacquired shares of Company Stock, including shares
purchased by the Company on the open market for purposes of the Plan. If and to the extent Options
granted under the Plan terminate, expire, or are canceled, forfeited, exchanged, or surrendered
without having been exercised or if any Stock Awards (including restricted Stock Awards received
upon the exercise of Options) are forfeited, the shares subject to such Grants shall again be
available for purposes of the Plan. Notwithstanding the foregoing, at any such time as the offer
and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of
Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares
of Company Stock issuable upon the exercise of all outstanding Options (together with options
outstanding under any other stock option plan of the Company) and the total number of shares
provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent
(30%) (or such other higher percentage limitation as may be approved by the stockholders of the
Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated
in accordance with the conditions and exclusions of Section 260.140.45.




     (b) Adjustments. If there is any change in the number or kind of shares of
Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock
split, or combination or exchange of shares; (ii) by reason of a merger, reorganization, or
consolidation; (iii) by reason of a reclassification or change in par value; or (iv) by reason of
any other extraordinary or unusual event affecting the outstanding Company Stock as a class without
the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary
dividend or distribution, the maximum number of shares of Company Stock available for Grants, the
maximum number of shares of Company Stock that any individual participating in the Plan may be
granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued
under the Plan, and the price per share of such Grants shall be appropriately adjusted by the
Committee or its delegate to reflect any increase or decrease in the number of, or change in the
kind or value of, issued shares of Company Stock to preclude, to the extent practicable, the
enlargement or dilution of rights and benefits under such Grants; provided, however, that any
fractional shares resulting from such



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adjustment shall be rounded down to the nearest whole share. Any adjustments determined by
the Committee or its delegate shall be final, binding, and conclusive.




     4. Eligibility for Participation



     (a) Eligible Persons. All employees of the Company and its parents
or subsidiaries (“Employees”), including Employees who are
officers or members of the Board, and
members of the Board who are not Employees (“Non-Employee
Directors”) shall be eligible to
participate in the Plan. Consultants and advisors who perform services for the Company or any of its
parents or subsidiaries (“Key Advisors”) shall be eligible to participate in the Plan if the Key
Advisors render bona fide services to the Company or its parents or subsidiaries, the services are
not in connection with the offer and sale of securities in a capital-raising transaction, and the
Key Advisors do not directly or indirectly promote or maintain a market for the Company’s
securities.



     (b) Selection
of Grantees. The Committee or its delegate shall select the Employees,
and Key Advisors to receive Grants and shall determine the number of
shares of Company Stock subject
to a particular Grant. The Board shall select the Non-Employee Directors to receive Grants and
shall determine the number of shares of Company Stock subject to a particular Grant of a
Non-Employee Director. Employees, Key Advisors, and Non-Employee Directors who receive Grants under
this Plan shall hereinafter be referred to as “Grantees.”



     5. Granting of Options



     The Company may grant an Option to an Employee, Non-Employee Director, or Key Advisor.
The following provisions are applicable to Options.



     (a) Number
of Shares. The Company shall determine the number of shares of Company Stock
that will be subject to each Grant of Options to Employees, Non-Employee Directors, and Key
Advisors.



     (b) Type of Option and Price.



          (i) Incentive Stock Options are intended to satisfy the requirements of Section 422 of
the Code. Nonqualified Stock Options are not intended to so qualify. Incentive Stock Options may be
granted only to employees of the Company or its parents or subsidiaries, as defined in Section 424
of the Code. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors, and
Key Advisors.




          (ii) The purchase price (the “Exercise Price”) of Company Stock subject to an Option may
be equal to or greater than the Fair Market Value (as defined below) of a share of Company Stock on
the date the Option is granted; provided, however, that an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns or beneficially owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or
any parent or subsidiary of the Company, unless the Exercise Price per share is not less than one




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hundred ten percent (110%) of the Fair Market Value of Company Stock on the date of grant.




          (iii) So long as the Company Stock is not publicly traded or, if publicly traded, is not
subject to reported transactions or “bid” or “asked” quotations as set forth below, the Fair Market
Value per share shall be as determined by the Committee. If the Company Stock is publicly traded,
the Fair Market Value per share shall be determined as follows: (x) if the principal trading market
for the Company Stock is a national securities exchange or the Nasdaq National Market, the last
reported sale price thereof on the relevant date or (if there were no trades on that date) the
latest preceding date upon which a sale was reported, or (y) if the Company Stock is not
principally traded on such exchange or market, the mean between the last reported “bid” and “asked”
prices of Company Stock on the relevant date, as reported on Nasdaq or, if not so reported, as
reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Company determines.




     (c) Option
Term. The term of any Option shall not exceed seven (7) years from the date
of grant. However, an Incentive Stock Option that is granted to an
Employee who, at the time of
grant, owns or beneficially owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, or any parent or subsidiary of the Company, may
not have a term that exceeds five (5) years from the date of grant.



     (d) Exercisability of Options.



          (i) Options shall become exercisable in accordance with such terms and conditions of the
Plan and specified in the Grant Instrument. The Committee or its delegate may accelerate the
exercisability of any or all outstanding Options at any time for any reason.




          (ii) The Company may provide in a Grant Instrument that the Grantee may elect to exercise
part or all of an Option before it otherwise has become exercisable. Any shares so purchased shall
be restricted shares and shall be subject to a repurchase right in favor of the Company during a
specified restriction period, with the repurchase price equal to the lesser of (i) the Exercise
Price or (ii) the Fair Market Value of such shares at the time of repurchase, and (iii) any other
restrictions determined by the Company.




     (e) Grants
to Non-Exempt Employees. Options granted to persons who are non-exempt
employees under the Fair Labor Standards Act of 1938, as amended,
shall have an Exercise Price not
less than one hundred percent (100%) of the Fair Market Value of the Company Stock on the date of
grant, and may not be exercisable for at least six (6) months after the date of grant (except that
such Options may become exercisable upon the Grantee’s death, Disability or retirement, or upon a
Change in Control or other circumstances permitted by applicable regulations).


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     (f) Termination of Employment, Disability, or Death.





          (i) For purposes of this Section 5(f) and Section 6:





     (A)
The term “Employer” shall mean the Company and its parent and subsidiary
corporations or other entities, as determined by the Board.




     (B)
“Employed by, or provide service to, the Employer” shall mean employment or service
as an Employee, Key Advisor or member of the Board (so that, for purposes of exercising
Options or SARs and satisfying conditions with respect to Stock Awards, a Grantee shall not
be considered to have terminated employment or service until the Grantee ceases to be an
Employee, Key Advisor or member of the Board).




     (C)
“Disability” shall mean the inability to perform the duties of an employee’s
position for a continuous period of more than three months by reason of any medically
determinable physical or mental impairment.




     (D)
“Misconduct” means cause or misconduct as defined in any employment agreement
between the Grantee and the Company or an affiliate in effect at the time of the Grantee’s
termination of employment, or, in the absence of any such employment agreement, any of the
following (i) conviction of the Grantee by a court of competent jurisdiction of any felony
or a crime involving moral turpitude; (ii) the Grantee’s knowing failure or refusal to
follow reasonable
 instructions of the Board or reasonable policies, standards and
regulations of the Company or its affiliate; (iii) the Grantee’s continued failure or
refusal to faithfully and diligently perform the usual, customary duties of his
employment with the Company or its affiliate; (iv) the Grantee’s continuously conducting
him or herself in an unprofessional, unethical, immoral or fraudulent
manner; or (v) the
Grantee’s conduct discredits the Company or any affiliate or its
detrimental to the
reputation, character and standing of the Company or any affiliate.



          (ii) Except as provided below, an Option may only be exercised while the Grantee is
employed by, or providing service to, the Employer (as defined below) as an Employee, Key Advisor
or member of the Board, In the event that a Grantee ceases to be employed by, or provide service
to, the Employer for any reason other than Disability, death, termination for Misconduct, or as set
forth in subsection 5(f)(vi) of this Plan, any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within ninety (90) days after the date on which the Grantee ceases
to be employed by, or provide service to, the Employer (or within such other period of time as may
be specified by the Company), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided, any of the Grantee’s Options that are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by, or provide service to, the Employer
shall terminate as of such date.




          (iii) In the event the Grantee ceases to be employed by, or provide service to, the
Employer on account of a termination by the Employer for Misconduct or if the Grantee breaches his
or her employment agreement with the Employer, any Option held by the Grantee shall terminate on
the date on which the Grantee ceases to be




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employed by, or provide service to, the Employer or the date on which such Option would otherwise
expire, if earlier. In addition, notwithstanding any other provisions of this Section 5, if the
Company determines that the Grantee has engaged in conduct that constitutes Misconduct or has
breached his or her employment agreement at any time while the Grantee is or was employed by, or
providing service to, the Employer or after the Grantee’s termination of employment or service, any
Option held by the Grantee shall terminate as of the date on which such Misconduct first occurred,
or the date on which such Option would otherwise expire, if earlier. Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending resolution of an inquiry
that could lead to a finding resulting in a forfeiture.




          (iv) In the event the Grantee ceases to be employed by, or provide service to, the
Employer because the Grantee is Disabled, any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within one (1) year after the date on which the Grantee ceases to
be employed by, or provide service to, the Employer (or within such other period of time as may be
specified by the Company), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided, any of the Grantee’s Options that are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by, or provide service to, the Employer
shall terminate as of such date.




          (v) If the Grantee dies while employed by, or providing service to, the Employer, all of
the unexercised outstanding Options of Grantee shall become immediately exercisable and remain
exercisable for a period of one (1) year from his or her date of death, but in no event later than
the date of expiration of the Option term. If the Grantee dies within ninety (90) days after the
date on which the Grantee ceases to be employed or provide service on account of a termination
specified in Section 5(f)(ii) above (or within such other period of time as may be specified by the
Company), any Option that is otherwise exercisable by the Grantee shall terminate unless exercised
within one (1) year after the date on which the Grantee ceases to be employed by, or provide
service to, the Employer (or within such other period of time as may be specified), but in any
event no later than the date of expiration of the Option term. Except as otherwise provided, any of
the Grantee’s Options that are not otherwise exercisable as of the date on which the Grantee ceases
to be employed by, or provide service to, the Employer shall terminate as of such date.




          (vi) Notwithstanding anything herein to the contrary, to the extent that any
Company-sponsored plan or arrangement, or any agreement to which the Company is a party provides
for a longer exercise period for a Grantee’s Options under applicable circumstances than the
exercise period that is provided for in this Section 5(f) under those circumstances, then the
exercise period set forth in such plan, arrangement or agreement applicable to such circumstances
shall apply in lieu of the exercise period provided for in this Section 5(f). In no event, however,
may such exercise period continue past the end of the term of the Option as set forth in this Plan.




     (g) Exercise of Options. A Grantee may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the Company. The



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Grantee shall pay the Exercise Price for an Option in cash, or, to the extent permitted by the
Committee, (i) with payment through a broker in accordance with procedures permitted by Regulation
T of the Federal Reserve Board, or (ii) by such other method as the Committee may approve. The
Grantee shall pay the Exercise Price and the amount of any withholding tax due (pursuant to Section
8).




     (h) Limits on Incentive Stock Options. Each Incentive Stock Option shall provide
that, if the aggregate Fair Market Value of the Company Stock on the date of the grant with respect
to which Incentive Stock Options are exercisable for the first time by a Grantee during any
calendar year, under the Plan or any other stock option plan of the Company or a parent or
subsidiary, exceeds One Hundred Thousand Dollars ($100,000), then the Option, as to the excess,
shall be treated as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted to
any person who is not an Employee of the Company or a parent or subsidiary (within the meaning of
Section 424(f) of the Code) of the Company.



     6. Stock Awards



     The Company may transfer shares of Company Stock or cash to an Employee, Non-Employee
Director, or Key Advisor under a Stock Award. The following provisions are applicable to Stock
Awards:



     (a) General Requirements. Shares of Company Stock issued or transferred pursuant to
Stock Awards may be issued or transferred for consideration or for no consideration, and subject to
restrictions or no restrictions. In the case of Stock Awards issued prior to the date, if any, on
which the Company Stock covered by this Plan have been registered under the Securities Act of 1933,
as amended of 1933, as amended (the“Securities Act”), the per share valuation or purchase price
shall be no less than 100% of the Fair Market Value per share of the Company Stock on the date of
grant. Restrictions on Stock Awards shall lapse over a period of time or according to such other
criteria asset forth in the Grant Instrument. The period of time during which the Stock Award
will remain subject to restrictions will be designated in the Grant Instrument as the “Restriction
Period.”



     (b) Number of Shares. The Grant Instrument shall set forth the number of shares of
Company Stock to be issued or transferred pursuant to a Stock Award and the restrictions applicable
to such shares.



     (c) Requirement of Employment or Service. If the Grantee ceases to be employed by, or
provide service to, the Employer (as defined in Section 5(f)) during a period designated in the
Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Stock
Award shall terminate as to all shares covered by the award as to which the restrictions have not
lapsed, and those shares of Company Stock must be immediately returned to the Company. The Company
may, however, provide for complete or partial exceptions to this requirement as it deems
appropriate.



     (d) Restrictions on Transfer and Legend on Stock Certificate. During the Restriction
Period, a Grantee may not sell, assign, transfer, pledge, or otherwise dispose



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of the shares of the Stock Award except to a successor under Section 9(a). Each certificate for
Stock Awards shall contain a legend giving appropriate notice of the restrictions in the Grant. The
Grantee shall be entitled to have the legend removed from the stock certificate covering the shares
subject to restrictions when all restrictions on such shares have lapsed. The Company may determine
that it will not issue certificates for Stock Awards until all restrictions on such shares have
lapsed, or that the Company will retain possession of certificates for Stock Awards until all
restrictions on such shares have lapsed.




     (e) Right to Vote and to Receive Dividends. Except as otherwise determined by the
Committee or its delegate, during the Restriction Period, the Grantee shall not have the right to
vote shares subject to Stock Awards or to receive any dividends or other distributions paid on such
shares.



     (f) Lapse of Restrictions. All restrictions imposed on Stock Awards shall lapse upon
the expiration of the applicable Restriction Period and the satisfaction of all conditions. The
Company may determine, as to any or all Stock Awards, that the restrictions shall lapse without
regard to any Restriction Period.



     (g) Designation as Qualified Performance-Based Compensation. The Committee may
determine that Stock Awards granted to an Employee shall be considered “qualified performance-based
compensation” under Section 162(m) of the Code. The provisions of this paragraph (g) shall apply to
Stock Awards that are to be considered “qualified performance-based compensation” under Section
162(m) of the Code.



          (i) Performance Goals. When Stock Awards that are to be considered “qualified
performance-based compensation” are granted, the Committee shall establish in writing (A) the
objective performance goals that must be met, (B) the performance period during which the
performance goals must be met (the “Performance Period”), (C) the threshold, target and maximum
amounts that may be paid if the performance goals are met, and (D) any other conditions that the
Committee deems appropriate and consistent with the Plan and Section


162(m) of the Code. The
performance goals may relate to the Employee’s business unit or the performance of the Company and
its parents and subsidiaries as a whole, or any combination of the foregoing. The Committee shall
use objectively determinable performance goals based on one or more of the following criteria:
stock price, earnings per share, net earnings, operating earnings, return on assets, stockholder
return, return on equity, growth in assets, unit volume, sales, market share, or strategic business
criteria consisting of one or more objectives based on meeting specified revenue goals, market
penetration goals, geographic business expansion goals, cost targets or goals relating to
acquisitions or divestitures.




          (ii) Establishment of Goals. The Committee shall establish the performance
goals in writing either before the beginning of the Performance Period or during a period ending no
later than the earlier of (i) ninety (90) days after the beginning of the Performance Period or
(ii) the date on which twenty-five percent (25%) of the Performance Period has been completed, or
such other date as may be required or permitted under applicable regulations under Section 162(m)
of the Code. The




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performance goals shall satisfy the requirements for “qualified performance-based compensation,”
including the requirement that the achievement of the goals be substantially uncertain at the time
they are established and that the goals be established in such a way that a third party with
knowledge of the relevant facts could determine whether and to what extent the performance goals
have been met. The Committee shall not have discretion to increase the amount of compensation that
is payable upon achievement of the designated performance goals.




          (iii) Maximum Payment. If Stock Awards, measured with respect to the Fair Market
Value of Company Stock, are granted, not more than the lesser of (A) one million (1,000,000) shares
of Company Stock and (B) the number of shares of Company Stock calculated under Section 3(a)(i)
above may be granted to an Employee under the Stock Award for any Performance Period.




          (iv) Announcement of Grants. The Committee shall certify and announce the results
for each Performance Period to all Grantees immediately following the announcement of the Company’s
financial results for the Performance Period. If and to the extent that the Committee does not
certify that the performance goals have been met, the grants of Stock Awards for the Performance
Period shall be forfeited or shall not be made, as applicable.




          (v) Death, Disability or Other Circumstances. The Committee may provide that
Stock Awards shall be payable or restrictions on Stock Awards shall lapse, in whole or in part, in
the event of the Grantee’s death or Disability during the Performance Period, or under other
circumstances consistent with the Treasury regulations and rulings under Section 162(m) of the
Code.




     (h) Restricted Stock Units. The Committee or its delegate may grant restricted
stock units (“Restricted Units”) to an Employee or Key Advisor. Each Restricted Unit shall
represent the right of the Grantee to receive an amount in cash or Common Stock (as determined by
the Committee or its delegate) based on the value of the Restricted Unit, if performance goals
established by the Committee are met or upon the lapse of a specified vesting period. A Restricted
Unit shall be based on the Fair Market Value of a share of Company Stock or on such other
measurement base as the Committee or its delegate deems appropriate. The Committee or its delegate
shall determine the number of Restricted Units to be granted and the requirements applicable to
such Restricted Units. All such Restricted Units shall comply with Section 409A of the Code.



     7. Stock Appreciation Rights



     The Company may grant SARs to an Employee, Non-Employee Director, or Key Advisor. The
following provisions are applicable to SARs.



     (a) General Requirements. The Company may grant SARs to an Employee,
Non-Employee Director or Key Advisor separately or in tandem with any Option (for all or a portion
of the applicable Option). Tandem SARs may be granted either at the time



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the Option is granted or at any time thereafter while the Option remains outstanding; provided,
however, that, in the case of an Incentive Stock Option, SARs may be granted only at the time of
the grant of the Incentive Stock Option. Unless otherwise specified in the Grant Instrument, the
base amount of each SAR shall be equal to the per share Exercise Price of the related Option or, if
there is no related Option, the Fair Market Value of a share of Company Stock as of the date of
grant of the SAR.




     (b) Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Grantee
that shall be exercisable during a specified period shall not exceed the number of shares of Company
Stock that the Grantee may purchase upon the exercise of the related Option during such period. Upon
the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall
terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal
number of shares of Company Stock.



     (c) Exercisability. A SAR shall be exercisable during the period specified in the Grant
Instrument and shall be subject to such vesting and other restrictions as may be specified. The
Company may accelerate the exercisability of any or all outstanding SARs at any time for any reason.
SARs may only be exercised while the Grantee is employed by, or providing service to, the Employer
or during the applicable period after termination of employment or service as described in Section
5(f). A tandem SAR shall be exercisable only during the period when the Option to which it is
related is also exercisable.



     (d) Grants to Non-Exempt Employees. Notwithstanding the foregoing, SARs granted to
persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, shall
have a base amount not less than one hundred percent (100%) of the Fair Market Value of the Company
Stock on the date of grant, and may not be exercisable for at least six (6) months after the date of
grant (except that such SARs may become exercisable, as determined by the Committee, upon the
Grantee’s death, Disability or retirement, or upon a Change of Control or other circumstances
permitted by applicable regulations).



     (e) Value of SARs. When a Grantee exercises SARs, the Grantee shall receive in
settlement of such SARs an amount equal to the value of the stock appreciation for the number of
SARs exercised, payable in Company Stock. The stock appreciation for a SAR is the amount by which
the Fair Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the
base amount of the SAR as described in subsection (a). For purposes of calculating the number of
shares of Company Stock to be received, shares of Company Stock shall be valued at their Fair Market
Value on the date of exercise of the SAR. Notwithstanding anything to the contrary, the Company may
pay the appreciation of a SAR in the form of cash, shares of Company Stock, or a combination of the
two, so long as the ability to pay such amount in cash does not result in the Grantee incurring
taxable income related to the SAR prior to the Grantee’s exercise of the SAR.



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     (f) Number of SARs Authorized for Issuance. For purposes of 3(a) of the Plan,
stock appreciation rights to be settled in shares of Company Stock shall be counted in full against
the number of shares available for award under the Plan, regardless of the number of exercise gain
shares issued upon the settlement of the stock appreciation right.



     8. Withholding of Taxes



     (a) Required Withholding. All Grants under the Plan shall be subject
to applicable federal (including FICA), state, and local tax withholding requirements. The Employer
may require that the Grantee or other person receiving or exercising Grants pay to the Employer the
amount of any federal, state, or local taxes that the Employer is required to withhold with respect
to such Grants, or the Employer may deduct from Grant proceeds or other wages paid by the Employer
the amount of any withholding taxes due with respect to such Grants. Grants under the plan may also
be subject to taxation by various governmental entities outside of the United States. Except as
otherwise required by law, the Participant shall be solely responsible for payment of any such taxes
payable to governmental entities outside of the United States.



     (b) Election to Withhold Shares. If the Company so permits, a Grantee may elect to
satisfy the Employer’s income tax withholding obligation with respect to a Grant by having shares
withheld up to an amount that does not exceed the Grantee’s minimum applicable withholding tax rate
for federal (including FICA), state, and local tax liabilities. The election must be in a form and
manner prescribed by the Company.



     9. Transferability of Grants



     (a) Nontransferability of Grants. Except as provided below, only the Grantee may
exercise rights under a Grant during the Grantee’s lifetime. A Grantee may not transfer those rights
except by will or by the laws of descent and distribution. When a Grantee dies, the personal
representative or other person entitled to succeed to the rights of the Grantee may exercise such
rights. Any such successor must furnish proof satisfactory to the Company of his or her right to
receive the Grant under the Grantee’s will or under the applicable laws of descent and distribution.



     (b) Transfer
of Nonqualified Stock Options. Notwithstanding the foregoing, the Grant
Instrument may provide that a Grantee may transfer Nonqualified Stock Options to family members, or
one or more trusts or other entities for the benefit of or owned by family members, consistent with
applicable securities laws, provided that the Grantee receives no consideration for the transfer of
an Option and the transferred Option shall continue to be subject to the same terms and conditions
as were applicable to the Option immediately before the transfer.



     10. Change in Control of the Company



     (a) “Change in Control” means the determination (which may be made effective as
of a particular date specified by the Board) by the Board, made by a majority vote that a change in
control has occurred, or is about to occur. Such a change shall not include, however, a
restructuring, reorganization, merger or other change in capitalization



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in which the Persons who own an interest in the Company on the date hereof (the “Current Owners”)
(or any individual or entity which receives from a Current Owner an interest in the Company through
will or the laws of descent and distribution) maintain more than a fifty percent (50%) interest in
the resultant entity. Regardless of the vote of the Board or whether or not the Board votes, a
Change in Control will be deemed to have occurred as of the first day any one (1) or more of the
following subsections shall have been satisfied:




     (b) Any Person (other than the Person in control of the Company as of the date of this Plan, or
other than a trustee or other fiduciary holding securities under an employee benefit plan of the
Company, or a company owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company), becomes the
beneficial owner, directly or indirectly, of securities of the Company representing more than
thirty-five percent (35%) of the combined voting power of the Company’s then outstanding securities;
or



     (c) The stockholders of the Company approve:



          (i) A plan of complete liquidation of the Company;




          (ii) An agreement for the sale or disposition of all or substantially all of the
Company’s assets; or




          (iii) A merger, consolidation or reorganization of the Company with or involving any other
company, other than a merger, consolidation or reorganization that would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) at
least fifty percent (50%) of the combined voting power of the voting securities of the Company (or
such surviving entity) outstanding immediately after such merger, consolidation or reorganization.




     (d) However, in no event shall a Change in Control be deemed to have occurred, with respect to
a Grantee, if the Employee is part of a purchasing group which consummates the Change in Control
transaction. A Grantee shall be deemed “part of the purchasing group” for purposes of the preceding
sentence if the Grantee is an equity participant or has agreed to become an equity participant in
the purchasing company or group (except for (i) passive ownership of less than five percent (5%) of
the voting securities of the purchasing company; or (ii) ownership of equity participation in
the purchasing company or group which is otherwise deemed not to be significant, as determined prior
to the Change in Control by a majority of the non-employee continuing Directors of the Board).



     11. Consequences of a Change in Control



     (a) Notice and Acceleration. Upon a Change in Control, unless the Company
determines otherwise, (i) the Company shall provide each Grantee with outstanding Grants written
notice of such Change in Control, (ii) all outstanding Options and SARs




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shall automatically accelerate and become fully exercisable, and (iii) the restrictions and
conditions on all outstanding Stock Awards shall immediately lapse.




     (b) Assumption of Grants. Upon a Change in Control where the Company is not the
surviving corporation (or survives only as a subsidiary of another corporation), each Grantee shall
have the right to elect within thirty (30) days of receiving the notice described in paragraph (a)
immediately above one (1) of the following methods of treating his or her outstanding Options,
SARs, and Stock Awards: (i) all outstanding Options and SARs that are not exercised shall be
assumed by, or replaced with comparable options or stock appreciation rights by, the surviving
corporation (or a parent or subsidiary of the surviving corporation), and outstanding Stock Awards
shall be converted to Stock Awards of the surviving corporation (or a parent or subsidiary of the
surviving corporation); or (ii) each Grantee may surrender his or her outstanding Options, SARs, or
Stock Awards in exchange for a payment by the Company, in cash or Company Stock (as elected by the
Grantee) in an amount equal to the amount by which the then Fair Market Value of the shares of
Company Stock underlying the Option or SAR exceeds the Exercise Price of the Grantee’s unexercised
Options or the based amount of the Grantee’s unexercised SARs or for the then Fair Market Value of
shares of Company Stock underlying the Grantee’s Stock Awards.



     12. Requirements for Issuance or Transfer of Shares




     (a) Limitations on Issuance or Transfer of Shares. No Company Stock shall be
issued or transferred in connection with any Grant hereunder unless and until all legal
requirements applicable to the issuance or transfer of such Company Stock have been complied with.
Any Grant made shall be conditioned on the Grantee’s undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company Stock, and certificates
representing such shares may be legended to reflect any such restrictions. Certificates
representing shares of Company Stock issued or transferred under the Plan will be subject to such
stop-transfer orders and other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.



     (b) Lock-Up Period. If so requested by the Company or any representative of the
underwriters (the “Managing Underwriter”) in connection with any underwritten offering of
securities of the Company under the Securities Act, a Grantee (including any successor or assigns)
shall not sell or otherwise transfer any shares or other securities of the Company during the
thirty (30) day period preceding and the one hundred eighty (180)-day period following the
effective date of a registration statement of the Company filed under the Securities Act for such
underwriting (or such shorter period as may be requested by the Managing Underwriter and agreed to
by the Company) (the “Market Standoff Period”). The Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.



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     13. Amendment and Termination of the Plan



     (a) Amendment. The Board or its delegate may amend or terminate the Plan at any time;
provided, however, that neither the Board nor its delegate shall have the authority to amend the
Plan without stockholder approval if such approval is required in order to comply with the Code or
other applicable laws, or to comply with applicable stock exchange requirements.



     (b) Termination of Plan. The Plan shall terminate on the day immediately preceding the
tenth (10th) anniversary of its effective date, unless the Plan is terminated earlier by
the Company or is extended by the Company with the approval of the stockholders.



     (c) Termination and Amendment of Outstanding Grants. A termination or amendment of the
Plan that occurs after a Grant is made shall not materially impair the rights of a Grantee unless
the Grantee consents or unless the Company acts under Section 20(b). The termination of the Plan
shall not impair the power and authority of the Company with respect to an outstanding Grant.
Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under
Section 20(b) or may be amended by agreement of the Company and the Grantee consistent with the
Plan.



     (d) Governing Document. The Plan shall be the controlling document. No other
statements, representations, explanatory materials or examples, oral or written, may amend the Plan
in any manner. The Plan shall be binding upon and enforceable against the Company and its
successors and assigns.



     14. Funding of the Plan



     This Plan shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment of any Grants under
this Plan. In no event shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.



     15. Rights of Participants



     Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director, or other
person to any claim or right to be granted a Grant under this Plan. Neither this Plan nor any
action taken hereunder shall be construed as giving any individual any rights to be retained by or
in the employ of the Employer or any other employment rights.



     16. No Fractional Shares



     No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any
Grant. The Company shall determine whether cash, other awards or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.



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     17. Headings



     Section headings are for reference only. In the event of a conflict between a title and the
content of a Section, the content of the Section shall control.



     18. Effective Date of the Plan



     The Plan shall be effective on                               , 2005. If required by applicable
law, continuance of the Plan shall be subject to approval by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be
obtained in the manner and to the degree required under the applicable law.



     19. Information and Documents to Grantees. Prior to the date, if any, upon which the
Company Stock covered by this Plan becomes registered under the Securities Act, and if required by
the applicable laws, the Company shall provide financial statements at least annually to each
Grantee and to each individual who acquired Grants pursuant to the Plan, during the period such
Grantee has one or more Options or SARs outstanding, and in the case of an individual who acquired
shares of Company Stock pursuant to the Plan, during the period such individual owns such shares.
The Company shall not be required to provide such information if the issuance of Grants under the
Plan is limited to key employees whose duties in connection with the Company assure their access to
equivalent information.



     20. Miscellaneous



     (a) Grants in Connection with Corporate Transactions and Otherwise. Nothing contained
in this Plan shall be construed to (i) limit the right of the Company to make Grants under this
Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of
the business or assets of any corporation, firm or association, including Grants to employees
thereof who become Employees, or for other proper corporate purposes, or (ii) limit the right of
the Company to grant stock options or make other awards outside of this Plan. Without limiting the
foregoing, the Company may make a Grant to an employee of another corporation who becomes an
Employee by reason of a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company, the parent or any of their subsidiaries in
substitution for a stock option or Stock Awards grant made by such corporation. The terms and
conditions of the substitute grants may vary from the terms and conditions required by the Plan and
from those of the substituted stock incentives. The Company shall prescribe the provisions of the
substitute grants.



     (b) Compliance with Law. The Plan, the exercise of Options and SARs, and the
obligations of the Company to issue or transfer shares of Company Stock under Grants shall be
subject to all applicable laws and to approvals by any governmental or regulatory agency as may be
required. With respect to persons subject to Section 16 of the Exchange Act it is the intent of the
Company that the Plan and all transactions under the Plan comply with all applicable provisions of
Rule 16b-3 or its successors under the



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Exchange Act. In addition, it is the intent of the Company that the Plan and applicable Grants
under the Plan comply with the applicable provisions of Section 162(m) of the Code and Section 422
of the Code. To the extent that any legal requirement of Section 16 of the Exchange Act or Section
162(m) or 422 of the Code as set forth in the Plan ceases to be required under Section 16 of the
Exchange Act or Section 162(m) or 422 of the Code, that Plan provision shall cease to apply. The
Company may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation. The Company may also adopt rules regarding the
withholding of taxes on payments to Grantees. The Company may, in its sole discretion, agree to
limit its authority under this Section.



     (c) Employees
Subject to Taxation Outside the United States. With respect to Grantees who are subject to taxation in countries other than the United States, Grants
may be made on such terms and conditions as the Company deems appropriate to comply with the laws
of the applicable countries, and the Company may create such procedures, addenda and subplans and
make such modifications as may be necessary or advisable to comply with such laws.



     (d) Governing
Law. The validity, construction, interpretation, and effect of the Plan
and Grant Instruments issued under the Plan shall be governed and construed by and determined in
accordance with the laws of the State of California, without giving effect to the conflict of laws
provisions thereof.



     Volcano Corporation



     /s/ Scott Huennekens



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