EXHIBIT 10.1


CONCEPTUS, INC.


UECKER EQUITY PLAN


STOCK APPRECIATION RIGHT
AGREEMENT


Grant Notice


Conceptus, Inc. (the “Company”) hereby grants you,
Darrin Uecker (the “Employee”), a Stock Appreciation Right (a “SAR”) under the Company’s Darrin Uecker
Stock Appreciation Right Agreement (the “Plan”), the terms of which are hereby
incorporated by reference. The effective date of this Stock Appreciation Right
Agreement, which includes the “Darrin Uecker Stock
Appreciation Right Agreement” attached hereto and incorporated herein (the “Agreement”),
is May 10, 2007 (the “Grant Date”). Subject to the remaining terms of this Agreement and of the Plan, the principal features
of this award are as follows:


Number of Shares subject to
the SAR:  125,000


Exercise
Price per Share: $ 18.41


Vesting
Commencement Date: May 02, 2007


Vesting
of the SAR:   The SAR will vest according
to the Agreement attached hereto.


Your signature below indicates your agreement and
understanding that this SAR is subject to all of the terms and conditions
contained in the Agreement.


	
  CONCEPTUS, INC.

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Gregory Lichtwardt

  	
   

  	
   

  
	
  Gregory Lichtwardt

  	
  /s/ Darrin Uecker

  	
   

  
	
  Executive Vice President

  	
  Darrin Uecker

  
				



 















CONCEPTUS,
INC.


DARRIN UECKER STOCK APPRECIATION RIGHT AGREEMENT


This DARRIN UECKER STOCK
APPRECIATION RIGHT AGREEMENT (the “Agreement”) is entered into effective
as of May 10, 2007 (the “Effective Date”) between Conceptus, Inc. (the “Company”) and Darrin
Uecker (the “Participant”).


This stock appreciation right (“SAR”) has been granted without
stockholder approval as a stand-alone inducement grant pursuant to NASDAQ
Marketplace Rule 4350(i)(l)(A)(iv). Certain capitalized terms used herein shall
have the meanings given such terms in paragraph 16 of this Agreement.


1.                    Grant. In consideration of the Participant’s agreement to commence and
remain in the employ of the Company or its
Subsidiaries and for other good and valuable consideration, effective as of the Effective Date, the Company
irrevocably grants to the Participant a SAR for 125,000 shares of common stock
(the “Common Stock”), par value $0.003 per share (the “Shares”),
at an exercise price of $18.41 per share (the “Exercise Price per Share”).


2.                    Company’s Obligation to Pay. Each SAR has a value equal to the
difference between the Fair Market Value of
a Share and the Exercise Price per Share on the date the SAR is exercised. Unless and until the SAR will have
vested in the manner set forth in paragraph 3, the Participant will have no
right to payment of the SAR. Prior to actual payment of any vested SAR, such SAR will represent an unsecured
obligation of the Company, payable (if at all) only from the general
assets of the Company.


3.                    Vesting Schedule. Subject to paragraph
4, the SAR awarded by this Agreement will vest in the Participant as follows: as to one-eighth (l/8th) of
the Shares on the six-month anniversary of
May 2, 2007 (the “Vesting Commencement Date”), with the remainder of the
Shares subject thereto vesting
monthly over the following forty-two (42) months, such that the SAR shall be fully vested on the four-year
anniversary of the Vesting Commencement Date.


4.                    Exercise and Term.


(a)       The SAR may be exercised by the
Participant (or in the event of the Participant’s
death by the Participant’s estate) during its term only to the extent vested. Any portion of the SAR in which the Participant is
vested shall be exercisable until the earlier of the following (the “Expiration
Date”):


(i) Twelve (12) months following the date the Participant
ceases to be a Service Provider by reason of death or as a result of total and
permanent disability as defined
in Section 22(e)(3) of the Code;


(ii) Ninety (90) days following
the date the Participant ceases to be a Service Provider for any reason other
than death or as a result of total and permanent disability as defined in Section 22(e)(3) of
the Code; or



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(iii)
the tenth anniversary of the Effective Date.


(b)           Any exercisable portion
of the SAR may be exercised in whole or in part at any time prior to the time
when the SAR becomes unexercisable under paragraph 4(a).


(c)           Any vested SAR or
portion of a SAR not exercised prior to its Expiration Date will be forfeited and will terminate.


(d)           A vested SAR or portion
of a SAR may be exercised by completing a Stock Appreciation Right Exercise Notice in the
form attached hereto as Exhibit A and returning it to Gregory Lichtwardt prior to its Expiration Date. The
SAR may not be exercised more than once
with respect to any Share related thereto.


5.             Payment.


(a)           The Company shall settle
the exercise of all or any portion of the SAR in whole Shares within ten (10) days following such exercise.


(b)           To the extent
determined appropriate by the Company, any federal, state and local withholding
taxes with respect to such exercise will be paid by reducing the number of Shares actually paid to the Participant.


6.                    Rights as Stockholder. Neither the
Participant nor any person claiming under or through the Participant will have any of the
rights or privileges of a stockholder of the Company in respect of any
Shares deliverable upon exercise of the SAR unless and until certificates
representing such Shares will have been issued, recorded on the records of the
Company or its transfer agents
or registrars, and delivered to the Participant.


7.                    Address for Notices. Any notice to be given to the Company under
the terms of this Agreement will be
addressed to the Company at 331 East Evelyn Avenue, Mountain View, California
94041, Attn: Gregory Lichtwardt, or at such other address as the Company may
hereafter designate in writing. Any notices provided for in this Agreement or
the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to the Participant, five
(5) days after deposit in the United States mail, postage prepaid, addressed to the Participant at
the address specified on the first page of this Agreement or at such other
address as the Participant may hereafter designate by written notice to
the Company.


8.                    Grant is Not Transferable. Except to the limited extent provided in
paragraph 4, this grant and the rights and
privileges conferred hereby, including without limitation the Shares issuable
upon exercise of the SAR, will not be transferred, assigned, pledged or
hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process until, with respect to whole Shares issuable
following the exercise of the SAR, such Shares are issued pursuant to
paragraph 5 above. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or
any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar
process, this grant and the rights and privileges conferred hereby immediately
will become null and void.



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9.                     Binding Agreement. Subject to the
limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


10.                  Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory authority
is necessary or desirable as a condition to the issuance of Shares to the Participant (or Participant’s
estate), such issuance will not occur unless and until such listing, registration, qualification, consent
or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make
all reasonable efforts to meet the requirements of any such state or federal
law or securities exchange and to obtain any such consent or approval of any
such governmental authority.


11.                  Captions. Captions provided
herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


12.                  Agreement Severable. In the event that any
provision in this Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will
not be construed to have any effect on, the remaining provisions of this Agreement.


13.                  Material Inducement. The Participant agrees that the Participant
has not been previously employed in any
capacity by the Company or a Subsidiary, or if previously employed, has had a bona-fide period of non-employment, and
that the grant of this SAR is an inducement material to the Participant’s
agreement to enter into employment with the Company or Subsidiary.


14.                  Adjustments upon
Changes in Capitalization, Merger or Asset Sale.


(a)           In the event that the
Company determines that other than an Equity Restructuring any dividend or
other distribution (whether in the form of cash, Common Stock, other
securities, or other property), reclassification, reorganization, merger, consolidation, spin off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar
corporate transaction or event, in the Company’s sole discretion, affects the Common Stock such that an adjustment is
determined by the Company to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended by the Company to be
made available under this Agreement or with respect to the SAR, then the Company shall, in such manner as it may
deem equitable, adjust the number and kind
of shares of Common Stock (or other securities or property) subject to this Agreement.


(b)           In the event of any
transaction or event described in paragraph 14(a), the Company, in its sole
discretion, and on such terms and conditions as it deems



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appropriate,
and to the extent allowed by Section 409A of the Code and any applicable
regulations thereunder, to the extent applicable, either by the terms of the
Agreement or by action
taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request,
is hereby authorized to take any one or more of the following actions whenever
the Company determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under this Agreement or to facilitate such
transaction or event:


(i)        To provide for either the purchase of
the SAR for an amount of cash equal to the
amount that could have been obtained upon the exercise of the SAR or realization
of the Participant’s rights had the SAR been currently exercisable or payable or fully vested or the replacement of the SAR with
other rights or property selected by the Company in its sole discretion;


(ii)       To
provide that the SAR shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in this Agreement;


(iii)      To
provide that the SAR be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or
survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices;


(iv)      To make
adjustments in the number and type of shares of Common Stock (or other
securities or property) subject to outstanding SAR, and/or in the terms and
conditions of (including the grant or exercise price), and the criteria included
in, outstanding SAR; or


(v)       To provide that immediately upon the
consummation of such event, the SAR shall
not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, the SAR shall
be exercisable as to all Shares covered thereby, and the restrictions imposed under this Agreement upon some or
all Shares may be terminated,
notwithstanding anything to the contrary in this Agreement.


(c)           In connection with the occurrence of any Equity
Restructuring, and notwithstanding
anything to the contrary in paragraphs 14(a) and 14(b):


(i)        The
number and type of securities subject to the outstanding SAR and the exercise price
or grant price thereof, if applicable, will be proportionately adjusted. The adjustments provided under this
paragraph 14(c)(i) shall be nondiscretionary
and shall be final and binding on the affected the Participant and the Company.


(ii)     
Notwithstanding anything in this paragraph 14 to the contrary, this paragraph 14(c) shall
not apply to, and instead paragraph 14(a) shall apply to the SAR to the extent the
application of this paragraph 14(c) would result in a penalty tax under Section 409 A of the
Code and the proposed and final regulations and guidance issued by the Secretary of the Treasury thereunder.


(d)           If the Company undergoes an Acquisition, then any surviving corporation or
entity or acquiring corporation or entity, or affiliate of such corporation or
entity, may



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assume
the SAR or may substitute similar stock awards (including an award to acquire
the same consideration paid to the stockholders in the transaction described in
this paragraph 15(d)) for
those outstanding under the Plan. In the event any surviving corporation or
entity or acquiring corporation or entity in an Acquisition, or affiliate of such corporation or entity, does not assume the
SAR or does not substitute similar stock awards for the SAR, then if the
Participant’s status as a Service Provider has not terminated prior to such event, the vesting of the SAR (and the time
during which the SAR may be exercised) shall be accelerated and made fully
exercisable and all restrictions
thereon shall lapse at least ten (10) days prior to the closing of the
Acquisition (and the SAR terminated
if not exercised prior to the closing of such Acquisition).


(f)       The
existence of this Agreement shall not affect or restrict in any way the right or power of the
Company or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its
business, any merger or consolidation of the Company, any issue of stock or of options, warrants
or rights to purchase stock or of bonds, debentures, preferred or prior
preference stocks whose rights are superior to or affect the Common Stock or
the rights thereof or which are convertible into or exchangeable for Common
Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.


15.                 Amendment. The provisions of
this Agreement may be amended or waived only by written agreement between the
Company and the Participant, and no course of conduct or failure or delay in
enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.
Notwithstanding the foregoing, the Company may amend, terminate or revoke this Agreement in any respect to the extent
determined necessary or desirable by
the Company in its discretion to comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended. Participant expressly
understands and agrees that no additional
consent of Participant shall be required in connection with such amendment, termination
or revocation.


16.                 Certain Definitions. As used herein, the following definitions
shall apply:


(a)           “ Acquisition”
means (i) any consolidation or merger of the Company with or into any other
corporation or other entity or person in which the stockholders of the Company
prior to such consolidation or merger own less than fifty percent (50%) of the
Company’s voting power immediately after such consolidation or merger, or (ii)
a sale of all or substantially all
of the assets of the Company.


(b)           “Board” means
the Board of Directors of the Company.


(c)           “Code” means the
Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto.
Reference to any particular Code section shall include any successor section.



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(d)           “Consultant” means any consultant or
adviser if: (i) the consultant or adviser
renders bona fide services to the Company or any Parent or Subsidiary of the
Company; (ii) the services rendered by the consultant or adviser are not in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a
market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly
with the Company or any Parent or Subsidiary of the Company to render
such services.


(e)           “Director” means
a member of the Board.


(f)            “Employee” means
any person, including an Officer or Director, who is an employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee
in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient, by
itself, to constitute “employment” by the Company.


(g)           “Equity Restructuring” shall mean a non-reciprocal transaction
between the Company and its stockholders, such as a stock dividend, stock
split, spin-off, rights offering or
recapitalization through a large, nonrecurring cash dividend, that affects shares
of Common Stock (or other securities of the Company) or the share price of Common Stock (or of other securities) and causes a
change in the per share value of the Common Stock underlying the SAR.


(h)       “Fair
Market Value” means, as of any date, the value of a share of Common Stock determined as follows:


(i)        If the
Common Stock is listed on any established stock exchange or a national market
system, including, without limitation, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Nasdaq Capital Market, its Fair Market Value shall
be the closing sales price for a share of such stock (or the closing bid, if no
sales were
reported) as quoted on such exchange or system on the day of determination (or
the most
recent day on which sales were reported if none were reported on such date), as
reported in
The Wall Street Journal or such other source as the Company deems reliable;


(ii)       If the
Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for a share
of the Common Stock on the day of determination (or the most recent day on
which bid and asked prices were reported if none were reported on such date);
or


(iii)     In the
absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Company.


(i)        “Parent”
means any corporation, whether now or hereafter existing (other than the
Company), in an unbroken chain of corporations ending with the Company if each
of



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the
corporations other than the last corporation in the unbroken chain owns stock
possessing more than fifty percent of the total combined voting power of all
classes of stock in one of the other corporations in such chain.


(j)        “Service Provider” means an
Employee, Director or Consultant.


(k)       “Subsidiary” means any
corporation, whether now or hereafter existing (other than the Company), in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing more than fifty percent
of the total combined voting power of all classes of stock in one of the
other corporations in such chain.



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EXHIBIT A


CONCEPTUS,
INC. 


STAND-ALONE STOCK APPRECIATION RIGHT EXERCISE NOTICE


Conceptus, Inc.


331 East Evelyn Avenue


Mountain
View, California 94041


Attention:                 


Effective as of today,                                     ,
the undersigned Participant hereby elects to exercise Participant’s vested Stock
Appreciation Right with respect to                              shares
of Common Stock pursuant to the Stand-Alone
Stock Appreciation Right Agreement dated May 10, 2007.


Participant
acknowledges that payment for the Stock Appreciation Right will be made in accordance with the terms set forth in the
Stand-Alone Stock Appreciation Right Agreement, less any legally
required withholdings.


	
  Submitted by:

  
	
   

  
	
  PARTICIPANT:

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  Address: