exv10w2



 






Exhibit 10.2




Dennis Rosenberg Offer Letter




July 7, 2005




Mr. Dennis Rosenberg

255 Lambert Avenue

Palo Alto, CA 94306



Dear Dennis:



On behalf of VNUS Medical Technologies, Inc. (“VNUS” or the “company”), I am pleased to offer you
the position of Vice President of Marketing and International Sales, reporting to the President and
CEO. In making this offer we are expressing our enthusiastic support of your abilities to help VNUS
become a great success. You bring a skill set to this company that is essential to achieving our
goals, both short and long term. The purpose of this letter is to offer you a position and detail
the terms of your employment.




	 	 	 
	Job Title:

	 	Vice President of Marketing and International Sales
	 
	 	 
	Starting Date:

	 	July 29, 2005.
	 
	 	 
	Salary:

	 	$200,000, payable in accordance with the company’s standard
payroll policies (currently bi-monthly). Your initial
performance review will occur 12 months from the first day
of your employment. You are also eligible to participate
in the company’s officer bonus plan for a maximum bonus of
approximately 25 percent of annual salary, pro-rated to
your date of hire.
	 
	 	 
	Stock Options:

	 	You will be granted stock options for 60,000 VNUS common
shares on your first day of employment. These options will
be exercisable at the fair market value of the shares on
the date of the grant, and will vest 25 percent (2500
shares) at the end of your first year of employment and
1/36th (208.33 shares) of the remaining balance for each
month thereafter for an additional 36 months, for a total
vesting period of 4 years. These options may be exercised
up to 10 years from the date of grant so long as you are an
employee of the company.
	 
	 	 
	 

	 	You will also be granted 20,000 shares of restricted stock
at $.01/share on your first day of employment. These
options will vest 25 percent at the end of your first year
of employment (5,000 shares); and 2500 shares every six
months for an additional 36 months, for a total vesting
period of 4 years.






 









 






	 	 	 
	Benefits:

	 	The company will provide to you, medical, dental and vision
coverage beginning the first of the month after your start
date. For an additional monthly charge, coverage for your
spouse and children may also be added. You are eligible to
participate in the company’s 401(k) plan beginning the
first of the month after your start date.
	 
	 	 
	 

	 	Life insurance coverage equal to twice your annual salary is provided to
you as part of the employee benefits program. Long-term disability
insurance is also provided after one month of employment. To help
employees pay for healthcare and dependent care expenses, the company has
adopted a flexible spending/reimbursement accounts program. This allows
you to pay for out-of-pocket medical, dental, and vision costs, as well as
dependent care expenses, with pre-tax wages
	 
	 	 
	Paid Time Off:

	 	You are eligible to accrue 18 days of Paid Time Off during your first year of
employment. Two days of PTO accrual are added for each year of service up to a maximum of 28
days per year. You may accumulate up to 25 days of banked PTO-time. In addition, in 2005, the
company will be closed for 11 holidays including the days from December 26 to December 30, and
you will receive one floating holiday for 2005.





This offer is contingent upon your executing VNUS’ Proprietary Information and Inventions
Agreement for new employees, signing the Arbitration Agreement, and providing the company with
the legally required proof of your identity and authorization to work in the United States within
72 hours of your first day of employment. VNUS is an at-will employer. Employment-at-will may be
terminated with or without cause, and with or without notice at any time, by the employee or the
company.



This offer will remain in effect through July 7, 2005. If you do accept, and I sincerely hope you
will, please fax an endorsed letter to HR’s confidential fax at 408-944-0429, and return an
original signed copy by mail shortly thereafter.



Dennis, we believe you will be an outstanding addition to the company. We have an exciting
opportunity ahead of us to which you can make a significant contribution. We look forward to
working with you in a productive and mutually beneficial relationship.




	 	 	 
	Sincerely,

	 	Foregoing terms and conditions hereby accepted:







	 	 	 	 	 
	/s/ Brian E. Farley
	 	 	 	 
	 	 	 	 	 
	 

	 	/s/ Dennis Rosenberg	 	July 7, 2005
	 	 	 		 
	Brian E. Farley

	 	Dennis Rosenberg
	 	Date
	President and
Chief Executive Officer