Exhibit 10.10**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”     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:             Exercise Price per Share:   $                     per share         Total Number of Shares Granted:             Total Exercise Price:   $                             Type of Option: o Incentive Stock Option           o Non-Qualified Stock Option   Term/Expiration Date:    
 

 
     Exercise and Vesting Schedule:     **Twenty-five percent (25%)**of the Shares subject to the Option (rounded down to the next wholenumber of shares) shall vest one year after the Vesting Commencement Date, and **1/36th**of the Sharessubject to the Option (rounded down to the next whole number of shares) shall vest on the first dayof each full month thereafter, so that all of the Shares shall be vested on the first day of the**thirty-sixth (36th) month**after the Vesting Commencement Date.     Termination Period:     This Option may be exercised for ninety (90) days after Optionee ceases to be a ServiceProvider, or such longer period as may be applicable upon the death or disability of Optionee asprovided herein, (or, if not provided herein, then as provided in the Plan), but in no event laterthan the Term/Expiration Date as provided above.**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.               (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.
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               (iii) In the event of Optionee’s death, disability or other termination of theOptionee’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 uponreceipt by 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 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.
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     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 exercise of the Option, equal to the Exercise Price of such Shares as to whichthe Option is being exercised;          (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).     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
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as set forth in the Notice of Grant). To the extent that the Option is not vested at the dateon which the Optionee ceases to be a Service Provider, or if Optionee does not exercise such Optionwithin the time specified herein, the Option shall terminate.     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 shall terminate.     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 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.
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          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: