<PAGE>
                                                                   Exhibit 10.14

                             SECOND AMENDMENT TO THE

                           2000 EQUITY INCENTIVE PLAN

                                       OF

                         VNUS MEDICAL TECHNOLOGIES, INC.

            This Second Amendment (the "Second Amendment") to the 2000 Equity
Incentive Plan of VNUS Medical Technologies, Inc. (the "Plan") is adopted by
VNUS Medical Technologies, Inc., a Delaware corporation (the "Company")
effective as of September 20, 2004.

                                    RECITALS

            WHEREAS, the Plan was adopted by the Board of Directors (the
"Board") of the Company on May 1, 2000 and was approved by the stockholders (the
"Stockholders") of the Company on October 3, 2000;

            WHEREAS, upon adoption, the Plan initially authorized the issuance
of a maximum aggregate number of shares of common stock of the Company ("Common
Stock") upon the exercise of stock options equal to 420,000 (such share amount,
and all other share amounts contained herein reflecting the effect of a two for
three (2 for 3) reverse stock split in connection with the Company's Initial
Public Offering);

            WHEREAS, the Plan has historically provided for an additional 98,000
share increase in the maximum aggregate number of shares of Common Stock that
may be issued upon the exercise of stock options under the Plan on an annual
basis;

            WHEREAS, on December 6, 2001, the Board and the Stockholders
approved an additional 133,333 share increase in the maximum aggregate number of
shares of Common Stock that may be issued upon the exercise of stock options
under the Plan;

            WHEREAS, on December 12, 2002, the Board approved an additional
300,000 share increase in the maximum aggregate number of shares of Common Stock
that may be issued upon the exercise of stock options under the Plan,
subsequently approved by the Stockholders on February 4, 2003;

            WHEREAS, on December 17, 2003, the Board approved an additional
333,333 share increase in the maximum aggregate number of shares of Common Stock
that may be issued upon the exercise of stock options under the Plan,
subsequently approved by the Stockholders effective as of December 30, 2003;

            WHEREAS, pursuant to Section 17 of the Plan, the Board may amend the
Plan from time to time;

            WHEREAS, on September 20, 2004 the Board approved an additional
800,000 share increase in the maximum aggregate number of shares of Common
Stock that may be issued upon exercise of stock options or stock purchase rights
under the Plan, such maximum aggregate number of shares to be further increased
by the lower of (i) 800,000 shares, (ii) 4% of the then-outstanding shares of
the Common Stock, and (iii) such other number of shares of Common Stock as
determined by the administrator of the Plan; provided that the Board limited the



<PAGE>

maximum aggregate number of shares of Common Stock which may be issued upon the
exercise of stock options or stock purchase rights during the term of the Plan
to 6,378,666 shares; and

            WHEREAS, on September 20, 2004, the Stockholders approved such
additional share increases and cap on the maximum aggregate number of shares of
Common Stock that may be issued upon exercise of stock options and stock
purchase rights under the Plan.

                                    AMENDMENT

            NOW, THEREFORE, BE IT RESOLVED, that pursuant to the approval of the
Board and the Stockholders, the following amendment to the Plan is adopted,
effective as of September 20, 2004:

            1. Stock Subject to the Plan. The first paragraph of Section 3 of
the Plan is hereby amended in its entirety to read as follows:

      "Stock Subject to the Plan.
      Subject to the provisions of Section 15 of the Plan, the shares of stock
      subject to Options or Stock Purchase Rights shall be Common Stock,
      initially shares of the Company's Common Stock, par value $.001 per share.
      Subject to the provisions of Section 15 of the Plan, the maximum aggregate
      number of Shares which may be issued upon exercise of such Options or
      Stock Purchase Rights is 2,378,666 Shares; provided, however, that, during
      the term of the Plan, on each December 31 (commencing with December 31,
      2005), such maximum aggregate number of Shares shall be increased by the
      lower of (i) 800,000 Shares, (ii) 4% of the then-outstanding shares of
      the Company's Common Stock, and (iii) such other number of Shares as
      determined by the Administrator; and provided further that the maximum
      aggregate number of Shares which may be issued upon exercise of such
      Options or Stock Purchase Rights during the term of the Plan shall not
      exceed 6,378,666; and provided further, that the maximum aggregate number
      of Shares that may be issued upon the exercise of Incentive Stock Options
      during the term of the Plan shall not exceed 6,378,666. Shares issued upon
      exercise of Options or Stock Purchase Rights may be authorized but
      unissued, or reacquired Common Stock. If an Option or Stock Purchase Right
      expires or becomes unexercisable without having been exercised in full,
      the unpurchased Shares which were subject thereto shall become available
      for future grant or sale under the Plan (unless the Plan has terminated).
      Shares which are delivered by the Holder or withheld by the Company upon
      the exercise of an Option or Stock Purchase Right under the Plan, in
      payment of the exercise price thereof or tax withholding thereon, may
      again be optioned, granted or awarded hereunder, subject to the
      limitations of this Section 3. If Shares of Restricted Stock are
      repurchased by the Company at their original purchase price, such Shares
      shall become available for future grant under the Plan. Notwithstanding
      the provisions of this Section 3, no Shares may again be optioned, granted
      or awarded if such action would cause an Incentive Stock Option to fail to
      qualify as an Incentive Stock Option under Code Section 422."


<PAGE>

            2. Service Provider Annual Grant Limitation. Subparagraph (c) of
      Section 6 of the Plan is hereby amended in its entirety to read as
      follows:

      "(c) No Service Provider shall be granted, in any calendar year, Options
      or Stock Purchase Rights to purchase more than 666,666 Shares; provided,
      however, that the foregoing limitation shall not apply prior to the Public
      Trading Date and, following the Public Trading Date, the foregoing
      limitation shall not apply until the earliest of: (i) the first material
      modification of the Plan (including any increase in the number of shares
      reserved for issuance under the Plan in accordance with Section 3); (ii)
      the issuance of all of the shares of Common Stock reserved for issuance
      under the Plan; (iii) the expiration of the Plan; (iv) the first meeting
      of stockholders at which Directors of the Company are to be elected that
      occurs after the close of the third calendar year following the calendar
      year in which occurred the first registration of an equity security of the
      Company under Section 12 of the Exchange Act; or (v) such other date
      required by Section 162(m) of the Code and the rules and regulations
      promulgated thereunder. The foregoing limitation shall be adjusted
      proportionately in connection with any change in the Company's
      capitalization as described in Section 15. For purposes of this Section
      6(c), if an Option is canceled in the same calendar year it was granted
      (other than in connection with a transaction described in Section 15), the
      canceled Option will be counted against the limit set forth in this
      Section 6(c). For this purpose, if the exercise price of an Option is
      reduced, the transaction shall be treated as a cancellation of the Option
      and the grant of a new Option."

            3. Granting of Options to Independent Directors. Section 12 of the
      Plan is hereby amended in its entirety to read as follows:

      "12. Granting of Options to Independent Directors. During the term of the
      Plan, each person who first becomes an Independent Director after the
      Public Trading Date automatically shall be granted an Option to purchase
      twenty thousand (20,000) shares of Stock (an "Initial Option"). During the
      term of the Plan, upon the date of each annual meeting of stockholders
      after the Board's Adoption of the Plan, Independent Directors
      automatically shall be granted an Option to purchase ten thousand (10,000)
      shares of Stock effective as of each annual meeting of stockholders (an
      "Annual Option"); provided, he or she has served as an Independent
      Director for the six (6) months prior to such annual meeting of the
      stockholders and continues to serve as member of the Board upon such date.
      For the avoidance of doubt, an Independent Director elected for the first
      time to the Board at an annual meeting of stockholders shall only receive
      an Initial Option in connection with such election, and shall not receive
      an Annual Option on the date following such meeting as well. Members of
      the Board who are employees of the Company who subsequently retire from
      the Company and remain on the Board will not receive an Initial Option
      grant but to the extent they are otherwise eligible, will receive, at each
      annual meeting of stockholders after his or her retirement from employment
      with the Company, an Annual Option grant. All the foregoing Option grants
      authorized by this Section 12 are subject to stockholder approval of the
      Plan."

            4. Terms of Options Granted to Independent Directors. Section 13 of
      the Plan is hereby amended in its entirety to read as follows:

      "13. Terms of Options Granted to Independent Directors. The per Share
      price of each Initial Option and Annual Option granted to an Independent
      Director shall equal 100% of the Fair Market Value of a share of Common
      Stock on the date the Option is granted. Initial Options (as defined in
      Section 12) will vest with regard to 100% of the Shares one (1) year from
      the Initial Option grant date, contingent upon the director's continued
      service on the Board through such date. Annual Options (as defined in
      Section 12) shall become vested in four (4), equal, consecutive, quarterly
      installments so that such Annual Option shall become vested in full on the
      one year anniversary of the date of Annual Option grant date, contingent
      upon the director's continued service on the Board through such date.
      Subject to Section 10, the term of each Option granted to an Independent
      Director shall be ten (10) years from the date the Option is granted. No
      portion of an Option which is unexercisable at the time of an Independent
      Director's termination of membership on the Board shall thereafter become
      exercisable."


            5. This Second Amendment shall be and hereby is incorporated in and
      forms a part of the Plan.

            6. Except as hereby amended, the Plan remains in full force and
      effect.

            7. Capitalized terms used herein and not otherwise defined shall
      have the meaning ascribed to them in the Plan.

                                      * * *