Exhibit 10.1
 VNUS MEDICAL TECHNOLOGIES, INC.  AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN




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TABLE OF CONTENTS
 Page1. Purposes of the Plan
    
    
    12. Definitions
    
    
    13. Stock Subject to the Plan
    
    
    54. Administration of the Plan
    
    
    55. Eligibility
    
    
    76. Limitations
    
    
    77. Term of Plan
    
    
    88. Term of Awards
    
    
    89. Option Exercise Price and Consideration
    
    
    810. Exercise of Option
    
    
    911. Non-Transferability of Awards
    
    
    1212. Granting of Options to Independent Directors
    
    
    1313. Terms of Options Granted to Independent Directors
    
    
    1314. Stock Purchase Rights
    
    
    1315. Restricted Stock Units
    
    
    1416. Adjustments upon Changes in Capitalization, Merger or Asset Sale
    
    
    1517. Time of Granting Awards
    
    
    1718. Amendment and Termination of the Plan
    
    
    1819. Inability to Obtain Authority
    
    
    1820. Reservation of Shares
    
    
    1921. Repurchase Provisions
    
    
    1922. Investment Intent
    
    
    1923. Governing Law
    
    
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VNUS MEDICAL TECHNOLOGIES, INC.  AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN
 Purposes of the Plan
 Definitions
 Acquisition
 Administrator
 Applicable Laws
 Award
 Award Agreement
 Board
 Code
 Committee
  1




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Common Stock
 Company
 Consultant
 Director
 Employee
 Equity Restructuring
 Exchange Act
 Fair Market Value
   2




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Holder
 Incentive Stock Option
 Independent Director
 Non-Qualified Stock Option
 Officer
 Option
 Parent
 Plan
 Restricted Stock
  3




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Restricted Stock Unit
 Rule 16b-3
 Section 16(b)
 Securities Act
 Service Provider
 Share
 Stock Purchase Right
 Subsidiary
  4




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Stock Subject to the Plan ISO Issuance Limit
 Administration of the Plan
 Administrator
  5




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Powers of the Administrator
          6




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Effect of Administrators Decision
 Eligibility
 Limitations
      7




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Term of Plan
 Term of Awards
 Option Exercise Price and Consideration
      8




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provided
 Exercise of Option
 Vesting; Fractional Exercises
 Deliveries upon Exercise
  9




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Conditions to Delivery of Share Certificates
       10




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Termination of Relationship as a Service Provider
 Disability of Holder
 Death of Holder
  11




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Regulatory Extension
 Early Exercisability provided however
 Buyout Provisions
 Non-Transferability of Awards
  12




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Granting of Awards to Independent Directors
 Terms of Options Granted to Independent Directors
 Stock Purchase Rights
 Rights to Purchase
  13




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Repurchase Right
 Other Provisions
 Rights as a Stockholder
 Restricted Stock Units
  Vesting
 Other Provisions
  14




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Rights as a Stockholder
 Adjustments upon Changes in Capitalization, Merger or Asset Sale
       15




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Time of Granting Awards
  17




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Amendment and Termination of the Plan
 Amendment and Termination
 Section 409A
 Stockholder Approval
 Effect of Amendment or Termination
 Inability to Obtain Authority
  18




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Reservation of Shares
 Repurchase Provisions
 Investment Intent
 Governing Law
  19