Named Executive Officer Cash Compensation Arrangements



 Exhibit 10.23 
 2009 Bonuses, 2010 Base Salaries and Stock-Based Awards 
 On
February 5, 2010, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Volcano Corporation (the “Company”), the independent members of the Board approved cash bonuses to be paid to
the “named executive officers” (as defined under applicable securities laws) of the Company for performance in the year ended December 31, 2009 and their respective annual base salaries for 2010, effective January 1, 2010. In
addition, as part of the Company’s annual equity compensation grant process, the independent members of the Board approved the grant of restricted stock unit awards (“RSUs”) and stock options to the Company’s named executive
officers under the Company’s 2005 Equity Compensation Plan, as amended and restated (the “Plan”). 
 The table
below sets forth the cash bonuses and base salaries approved for each named executive officer of the Company, as well as the number of RSUs and the number of shares subject to stock options granted to each such named executive officer on
February 5, 2010, along with a brief description of the vesting provisions applicable to such RSUs and stock option grants. 
  

															
	 Named Executive Officer
	  	 Title
	  	2009
Bonus ($)	 	 	2010 Base
Salary ($)	 	 	Number of
RSUs (1)	  	Number of Shares
Subject to Stock
Options (2)
	 R. Scott Huennekens
	  	President and Chief	  	$	500,000	  	 	$	500,000	  	 	50,000	  	100,000
		  	Executive Officer	  				 				 		  	
						
	 John T. Dahldorf
	  	Chief Financial Officer	  	 	140,000	  	 	 	309,000	  	 	14,340	  	25,158
		  	and Secretary	  				 				 		  	
						
	 Vincent J. Burgess
	  	Group President,	  	 	115,000	  	 	 	309,000	  	 	14,340	  	25,158
		  	Advanced Imaging	  				 				 		  	
		  	Systems	  				 				 		  	
						
	 Michel E. Lussier
	  	Managing Director of	  	 	70,000	  	 	 	383,217 	(3) 	 	14,340	  	25,158
		  	Volcano Europe	  				 				 		  	
						
	 Jorge J. Quinoy
	  	Executive Vice President,	  	 	—  	(4) 	 	 	306,000	  	 	10,000	  	20,000
		  	Global Sales	  				 				 		  	

  

	(1)	25% of the RSUs will vest, if at all, each year on the anniversary of the grant date, subject to the individual’s continued service through each such date, so that
the award is fully vested on the fourth anniversary of the grant date. 

  

	(2)	1/48th of the shares underlying such option shall vest in equal monthly installments over a period of four years commencing on the date of grant, subject to the
individual’s continued service through each such date. 

  

	(3)	Mr. Lussier’s salary reflects the conversion of his salary from euros at the applicable exchange rate on February 5, 2010. 

  

	(4)	Mr. Quinoy was not eligible to receive a cash bonus for the year ended December 31, 2009; however, Mr. Quinoy earned $153,315 in sales commissions for
the year ended December 31, 2009. 

 The RSUs are evidenced by a Restricted Stock Unit Grant Notice and
Restricted Stock Unit Agreement (together, the “RSU Agreement”), which, together with the Plan, set forth the terms and conditions of the RSUs. The stock options are evidenced by a Stock Option Agreement (the “Stock Option
Agreement”), which, together with the Plan, set forth the terms and conditions of the stock options. The exercise price of the stock options is $19.07 per share, which is equal to the fair market value of the Company’s common stock on the
date of grant, and have a term of seven years. 
 The foregoing is only a brief description of the material terms of the RSUs
and the stock options granted to the named executive officers on February 5, 2010, does not purport to be complete and is qualified in its entirety by reference to the Plan, the forms of RSU Agreement under the Plan and the form of Stock Option
Agreement under the Plan. A copy of the Plan, as amended and restated was previously filed as Appendix A to the Company’s definitive proxy statement on Form DEF 14A, as filed with the Securities and Exchange Commission (“SEC”) on
June 2, 2009. A copy of the forms of RSU Agreement and Stock Option Agreement under the Plan is filed as Exhibit 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K, as filed with the SEC on February 11, 2010.