exv10w1







Exhibit 10.1




April 8, 2008




Mr. Donald J. Todd

635 Calle Viento

Morgan Hill, CA 95037




Dear Don:




On behalf of VNUS Medical Technologies, Inc. (“VNUS” or the “company”), I am pleased to offer you
the position of Vice President of Marketing, reporting to the President and CEO. In making this
offer we are expressing our enthusiastic support of your abilities to help VNUS become a great
success. You bring a skill set to this company that is essential to achieving our goals, both
short and long term. The purpose of this letter is to offer you a position and detail the terms of
your employment.



	 	 	 
	 
	 	 
	Job Title:

	 	Vice President of Marketing
	 
	 	 
	Starting Date:

	 	Monday, May 5, 2008, or an earlier mutually agreed date.
	 
	 	 
	Salary:

	 	$245,000, payable in accordance with the company’s standard
payroll policies (currently bi-monthly). Your initial
performance review will be performed with an effective date
of January 1, 2009. You are also eligible to participate
in the company’s 2008 officer bonus plan for a target bonus
of approximately 40 percent of annual salary, pro-rated to
your date of hire.
	 
	 	 
	Stock:

	 	Subject to Board approval, you will be granted 15,000
restricted stock units at $0.00 per share as soon as
practicable during the open trading window following your
first day of employment. These RSUs will vest 25% each
year. The first vesting will occur on the first
anniversary of your date of hire, for a total vesting
period of 4 years, so long as you are an employee of the
company.
	 
	 	 
	 

	 	Subject to Board approval, you will be granted 50,000 Stock
Options as soon as practicable during the open trading
window following your first day of employment. These
options will be exercisable at the fair market value of the
shares on the date of the grant, and will vest 25 percent
(15,000 shares) 12 months from your date of hire, and
1/36th (1250 shares) of the remaining balance for each
month thereafter for an additional 36 months, for a total
vesting period of 4 years. These options may be exercised
up to 10 years from the date of grant so long as you are an
employee of the company.
	 
	 	 
	Benefits:

	 	The company will provide to you, medical, dental and vision
coverage beginning the first of the month after your start
date. For an additional monthly charge, coverage for your
spouse and children may also be added. You are eligible to
participate in the company’s 401(k) plan beginning the
first of the month after your start date. The company has
a discretionary match of one-half of the first six percent
of base salary deferred into the VNUS 401(k) plan, capped
at $2500.
	 
	 	 
	 

	 	Life insurance coverage equal to twice your annual salary is provided to you
as part of the employee benefits program. Long-term disability insurance is
also provided after one month of employment. To help employees pay for
healthcare and dependent care expenses, the company has adopted a flexible
spending/reimbursement accounts program. This allows you to pay for
out-of-pocket medical, dental, and vision costs, as well as dependent care
expenses, with pre-tax wages
	 
	 	 
	Paid Time Off:

	 	You are eligible to accrue 18 days of Paid Time Off during your first year of
employment. Two days of PTO accrual are added for each year of service up to a






 









 






	 	 	 
	 

	 	maximum of 28 days per year. You may accumulate up to 40 days of banked
PTO-time. In addition, in 2008, the company will be closed for 13 holidays
including the days from December 24 to December 31.





This offer is contingent upon your executing VNUS’ Proprietary Information and Inventions
Agreement for new employees, signing the Arbitration Agreement, and providing the company with
the legally required proof of your identity and authorization to work in the United States within
72 hours of your first day of employment. VNUS is an at-will employer. Employment-at-will may be
terminated with or without cause, and with or without notice at any time, by the employee or the
company.



This offer will remain in effect through April 14, 2008. If you do accept, and I sincerely hope
you will, please fax an endorsed letter to HR’s confidential fax at 408-365-8489, and return an
original signed copy by mail shortly thereafter.



Don, we believe you will be an outstanding addition to the company. We have an exciting
opportunity ahead of us to which you can make a significant contribution. We look forward to
working with you in a productive and mutually beneficial relationship.




	 	 	 	 	 
	Sincerely,

	 	Foregoing terms and conditions hereby accepted:	 	 
	 
	 	 	 	 
	/s/ Brian E. Farley

	 	/s/ Donald J. Todd	 	4/11/2008 
	 
	 	 	 	 
	 

	 	 
	 	 
	Brian E. Farley

	 	Donald J. Todd
	 	Date
	President and
	 	 	 	 
	Chief Executive Officer