exv10w2



 






Exhibit 10.2




October 26, 2005




Charlene Friedman, Esq.

143 Seminary Drive

Menlo Park, CA 94025



Dear Charlene:



On behalf of VNUS Medical Technologies, Inc. (“VNUS” or the “company”), I am pleased to offer you
the position of Vice President and General Counsel, 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 and General Counsel
	 
	 	 
	Starting Date:

	 	Wednesday, November 9, 2005, or an earlier mutually agreed date.
	 
	 	 
	Salary:

	 	$215,000, payable in accordance with the company’s standard payroll policies (currently bi-monthly). Your
initial performance review will be performed with an effective date of January 1, 2006. You are also eligible
to participate in the company’s officer 2005 bonus plan for a maximum bonus of approximately 25 percent of
annual salary, pro-rated to your date of hire. We currently anticipate the 2005 bonus achievement to be in the
range of 12 to 14 percent.
	 
	 	 
	Stock:

	 	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 your first day of employment, and will
vest 25 percent (15,000 shares) at the end of your first year of employment and 1/36th (1,250 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 units at $.00/unit on your first day of employment.
These shares 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.





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 November 1, 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.



Charlene, 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/ Charlene Friedman	 	11-9-05
	 

	 	 
	 	 
	Brian E. Farley

	 	Charlene Friedman
	 	Date
	President and
	 	 	 	 
	Chief Executive Officer