**EXHIBIT 10.8**
**VNUS MEDICAL TECHNOLOGIES, INC.**
**2000 EQUITY INCENTIVE PLAN**
**STOCK OPTION AGREEMENT**
          Unless otherwise defined herein, the terms defined in the Plan shall have the same definedmeanings in this Stock Option Agreement.
**I.**  **NOTICE OF STOCK OPTION GRANT**    [Optionee]    [Address]
          You (“Optionee”) have been granted an option to purchase Common Stock of the Company, subjectto the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grantare set forth below:   Date of Grant:     Vesting Commencement Date:     Vesting Schedule:     Exercise Price per Share: $________ per share   Total Number of Shares Granted:     Total Exercise Price: $_______   Type of Option: ___ Incentive Stock Option   
 

 
    ___ Non-Qualified Stock Option   Term/Expiration Date:     Termination Period: This Option may be exercised forninety (90) days after Optioneeceases to be a Service Provider,or such longer period as may beapplicable upon the death ordisability of Optionee asprovided herein, (or, if notprovided herein, then asprovided in the Plan), but in noevent later than theTerm/Expiration Date as providedabove.
**II.**  **AGREEMENT**
          1. Grant of Option. The Company hereby grants to the Optionee an Option to purchasethe Common Stock (the “Shares”) set forth in the Notice of Grant, at the exercise price per shareset forth in the Notice of Grant (the “Exercise Price”). Notwithstanding anything to the contraryanywhere else in this Option Agreement, this grant of an Option is subject to the terms,definitions and provisions of the VNUS Medical Technologies, Inc. 2000 Equity Incentive Plan (the“Plan”) adopted by the Company, which is incorporated herein by reference.
               If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended toqualify as an Incentive Stock Option as defined in Section 422 of the Code; provided, however, thatto the extent that the aggregate Fair Market Value of stock with respect to which Incentive StockOptions (within the meaning of Code Section 422, but without regard to Code Section 422(d)),including the Option, are exercisable for the first time by the Optionee during any calendar year(under the Plan and all other incentive stock option plans of the Company or any Subsidiary)exceeds $100,000, such options shall be treated as not qualifying under Code Section 422, butrather shall be treated as Non-Qualified Stock Options to the extent required by Code Section 422.The rule set forth in the preceding sentence shall be applied by taking options into account in theorder in which they were granted. For purposes of these rules, the Fair Market Value of stockshall be determined as of the time the option with respect to such stock is granted.
          2. Exercise of Option. This Option is exercisable as follows:
               (a) Right to Exercise.
2

 

                    (i) This Option shall be exercisable cumulatively according to the vesting schedule set out inthe Notice of Grant.
                    (ii) This Option may not be exercised for a fraction of a Share.
                    (iii) In the event of Optionee’s death, disability or other termination of the Optionee’sstatus as a Service Provider, the exercisability of the Option is governed by Sections 6, 7 and 8below.
                    (iv) In no event may this Option be exercised after the date of expiration of the term of thisOption as set forth in the Notice of Grant.
               (b) Method of Exercise. This Option shall be exercisable by written Notice (in theform attached as Exhibit A). The Notice must state the number of Shares for which theOption is being exercised, and such other representations and agreements with respect to suchshares of Common Stock as may be required by the Company pursuant to the provisions of the Plan.The Notice must be signed by the Optionee and, as applicable, shall be delivered in person or bycertified mail to the Secretary of the Company. This Option shall be deemed to be exercised uponreceiptby the Company of such written Notice and, as applicable, accompanied by the Exercise Priceand payment of any applicable withholding tax.
               No Shares shall be issued pursuant to the exercise of an Option unless such issuance and suchexercise comply with all relevant provisions of law and the requirements of any stock exchange uponwhich the Shares may then be listed. Assuming such compliance, for income tax purposes the Sharesshall be considered transferred to the Optionee on the date on which the Option is exercised withrespect to such Shares.
          3. Optionee’s Representations. If the Shares purchasable pursuant to the exercise ofthis Option have not been registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), at the time this Option is exercised, Optionee shall, if required by the Company,concurrently with the exercise of all or any portion of this Option, deliver to the Company his orher representation and agreement, in such form as is prescribed by the Company, stating that theShares are being acquired for the Optionee’s own account, for investment and without any presentintention of distributing or reselling said shares or any of them except as may be permitted underthe Securities Act, and then applicable rules and regulations thereunder, and that the Optionee orother person then entitled to exercise such Option or portion thereof will indemnify the Companyagainst and hold it free and harmless from any loss, damage, expense or liability resulting to theCompany if any sale or distribution of the Shares by the Optionee is contrary to the representationand agreement referred to above. The Company may, in its absolute discretion, take whateveradditional actions it deems appropriate to
3

 

ensure the observance and performance of suchrepresentation and agreement and to effect compliance with the Securities Act and any other federalor state securities laws or regulations. Without limiting the generality of the foregoing, theCompany may require an opinion of counsel acceptable to it to the effect that any subsequenttransfer of shares acquired on an Option exercise does not violate the Securities Act, and mayissue stop-transfer orders covering such shares. Share certificates evidencing Shares issued onexercise of the Option shall bear an appropriate legend referring to the provisions of this Section3 and the agreements herein.
          4. Method of Payment. Payment of the Exercise Price shall be by any of the following,or a combination thereof, at the election of the Optionee:
               (a) cash;
               (b) check;
               (c) if permitted by applicable law and approved by the Administrator, with Common Stock of theCompany, duly endorsed for transfer to the Company, already owned by the Optionee (or by theOptionee and his spouse jointly) for at least six (6) months prior to the tender thereof and notused for another such exercise during such six (6) month period, having a total fair market valueon the date of such exerciseof the Option, equal to the Exercise Price of such Shares as to which the Option is beingexercised;
               (d) if permitted by applicable law, in accordance with a cashless exercise or broker-assistedexercise procedure approved by the Administrator permitting the Optionee to authorize a broker ordealer to sell a sufficient portion of Shares that may be acquired upon exercise of the Option andpay to the Company in cash a portion of the sale proceeds equal to such purchase price of theShares of Common Stock of the Company for which the Option is so exercised and any taxes requiredto be paid as a result of such exercise; or
               (e) in a combination of the consideration provided for in the foregoing clauses (a) through(d).
4

 

          5. Restrictions on Exercise. This Option may not be exercised until the Plan has beenapproved by the stockholders of the Company. If the issuance of Shares upon such exercise or ifthe method of payment for such shares would constitute a violation of any applicable federal orstate securities or other law or regulation, then the Option may also not be exercised. TheCompany may require Optionee to make any representation and warranty to the Company as may berequired by any applicable law or regulation before allowing the Option to be exercised.
          6. Termination of Relationship. If Optionee ceases to be a Service Provider (otherthan by reason of the Optionee’s death or the total and permanent disability of the Optionee asdefined in Code Section 22(e)(3)), Optionee may exercise this Option during the Termination Periodset out in the Notice of Grant, to the extent the Option was vested at the date on which Optioneeceases to be a Service Provider. To the extent that the Option is not vested at the date on whichOptionee ceases to be a Service Provider, or if Optionee does not exercise this Option within thetime specified herein, the Option shall terminate.
          7. Disability of Optionee. If Optionee ceases to be a Service Provider as a result ofhis or her total and permanent disability as defined in Code Section 22(e)(3), Optionee mayexercise the Option to the extent the Option was vested at the date on which Optionee ceases to bea Service Provider, but only within twelve (12) months from such date (and in no event later thanthe expiration date of the term of this Option as set forth in the Notice of Grant). To the extentthat the Option is not vested at the date on which the Optionee ceases to be a Service Provider, orif Optionee does not exercise such Option within the time specified herein, the Option shallterminate.
          8. Death of Optionee. If Optionee ceases to be a Service Provider as a result of thedeath of Optionee, the vested portion of the Option may be exercised at any time within twelve (12)months following the date of death (and in no event later than the expiration date of the term ofthis Option as set forth in the Notice of Grant) by Optionee’s estate or by a person who acquiresthe right to exercise the Option by bequest or inheritance. To the extent that the Option is notvested at the date of death,or if the Option is not exercised within the time specified herein, the Option shallterminate.
          9. Non-Transferability of Option. This Option may not be transferred in any mannerexcept by will or by the laws of descent or distribution. It may be exercised during the lifetimeof Optionee only by Optionee. The terms of this Option shall be binding upon the executors,administrators, heirs, successors and assigns of the Optionee.
          10. Term of Option. This Option may be exercised only within the term set out in theNotice of Grant.
          11. Notice of Disqualifying Disposition of Incentive Stock Option Shares. If theOption granted to Optionee herein is an Incentive Stock Option, and if Optionee sells or otherwisedisposes of any of the Shares acquired pursuant to
5

 

the Incentive Stock Option on or before thelater of (1) the date which is two (2) years after the Date of Grant, or (2) the date which is oneyear after the date of exercise, the Optionee shall immediately notify the Company in writing ofsuch disposition. Optionee agrees that Optionee may be subject to income tax withholding by theCompany on the compensation income recognized by the Optionee.
          12. Restrictions on Shares. Optionee hereby agrees that Shares purchased upon theexercise of the Option shall be subject to such terms and conditions as the Administrator shalldetermine in its sole discretion, including, without limitation, restrictions on thetransferability of Shares. Such terms and conditions may, in the Administrator’s sole discretion,be contained in the Exercise Notice with respect to the Option or in such other agreement as theAdministrator shall determine and which the Optionee hereby agrees to enter into at the request ofthe Company.
6

 

          This Agreement may be executed in two or more counterparts, each of which shall be deemed anoriginal and all of which shall constitute one document.
**VNUS MEDICAL TECHNOLOGIES, INC.**
By:
Name:   **Brian E. Farley**
Title:      **President & Chief Executive Officer**
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF ISEARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGHTHE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEEFURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2000EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEEANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NORSHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATEOPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE
          Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar withthe terms and provisions thereof. Optionee hereby accepts this Option subject to all of the termsand provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has hadan opportunity to obtain the advice of counsel prior to executing this Option and fully understandsall provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and finalall decisions or interpretations of the Administrator upon any questions arising under the Plan orthis Option. Optionee further agrees to notify the Company upon any change in the residenceaddress indicated below.   Dated: _______________________ _______________________________  [OPTIONEE]     Residence Address:  _______________________________
7

 

**EXHIBIT A**
**VNUS MEDICAL TECHNOLOGIES, INC.**
**2000 EQUITY INCENTIVE PLAN**
**EXERCISE NOTICE**
Attention: Sr. Manager, Human Resources
          1. Exercise of Option. Effective as of today, ___, ___, the undersigned(“Optionee”) hereby elects to exercise Optionee’s option to purchase ___shares of the CommonStock (the “Shares”) of VNUS Medical Technologies, Inc. (the “Company”) under and pursuant to theVNUS Medical Technologies, Inc. 2000 Equity Incentive Plan (the “Plan”) and the [ ] Incentive [ ]Non-Qualified Stock Option Agreement dated ___, ___, (the “Option Agreement”).
           2. Representations of Optionee. Optionee acknowledges that Optionee has received,read and understood the Plan and the Option Agreement. Optionee agrees to abide by and be bound bytheir terms and conditions.
           3. Rights as Stockholder. Until the stock certificate evidencing such Shares isissued (as evidenced by the appropriate entry on the books of the Company or of a duly authorizedtransfer agent of the Company), no right to vote or receive dividends or any other rights as astockholder shall exist with respect to Shares subject to the Option, notwithstanding the exerciseof the Option. The Company shall issue (or cause to be issued) such stock certificate promptlyafter the Option is exercised. No adjustment will be made for a dividend or other right for whichthe record date is prior to the date the stock certificate is issued, except as provided in Section15 of the Plan.
               Optionee shall enjoy rights as a stockholder until such time as Optionee disposes of theShares.
          4. Tax Consultation. Optionee understands that Optionee may suffer adverse taxconsequences as a result of Optionee’s purchase or disposition of the Shares. Optionee representsthat Optionee has consulted with any tax consultants Optionee deems advisable in connection withthe purchase or disposition of the Shares and that Optionee is not relying on the Company for anytax advice.
          5. Restrictive Legends and Stop-Transfer Orders.
               (a) Legends. Optionee understands and agrees that the Company shall cause any legendsthat may be required by state or federal securities laws to be
 

 

placed upon any certificate(s) evidencing ownership of the Shares and that, in order to complywith any restrictions under the Stock Option Agreement, this Agreement or under state or federalsecurities laws, the Company may issue appropriate “stop transfer” instructions to its transferagent, if any, and that, if the Company transfers its own securities, it may make appropriatenotations to the same effect in its own records.
               (b) Refusal to Transfer. The Company shall not be required (i) to transfer on itsbooks any Shares that have been sold or otherwise transferred in violation of any of the provisionsof this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or paydividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
          6. Successors and Assigns. The Company may assign any of its rights under thisAgreement to single or multiple assignees, and this Agreement shall inure to the benefit of thesuccessors and assigns of the Company. Subject to the restrictions on transfer herein set forth,this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators,successors and assigns.
          7. Interpretation. Any dispute regarding the interpretation of this Agreement shallbe submitted by Optionee or by the Company forthwith to the Company’s Board of Directors orcommittee thereof that is responsible for the administration of the Plan (the “Administrator”),which shall review such dispute at its next regular meeting. The resolution of such a dispute bythe Administrator shall be final and binding on the Company and on Optionee.
          8. Governing Law; Severability. This Agreement shall be governed by and construed inaccordance with the laws of the State of California excluding that body of law pertaining toconflicts of law. Should any provision of this Agreement be determined by a court of law to beillegal or unenforceable, the other provisions shall nevertheless remain effective and shall remainenforceable.
          9. Notices. Any notice required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery or upon deposit in the United States mailby certified mail, with postage and fees prepaid, addressed to the other party at its address asshown below beneath its signature, or to such other address as such party may designate in writingfrom time to time to the other party.
          10. Further Instruments. The parties agree to execute such further instruments and totake such further action as may be reasonably necessary to carry out the purposes and intent ofthis Agreement.
          11. Delivery of Payment. Optionee herewith delivers to the Company the full ExercisePrice for the Shares, as well as any applicable withholding tax.
2

 

          12. Entire Agreement. The Plan and Stock Option Agreement are incorporated herein byreference. This Agreement, the Plan and the Stock Option Agreement constitute the entire agreementof the parties and supersede in their entirety all prior undertakings and agreements of the Companyand Optionee with respect to the subject matter hereof.   Submitted by: Accepted by:OPTIONEE: **VNUS MEDICAL TECHNOLOGIES, INC.** ________________________________ By: _______________________________  Its: Sr. Manager, Human ResourcesAddress:  ________________________________  ________________________________  ________________________________  
3