Named Executive Officer Cash Compensation Arrangements



 Exhibit 10.23 
 2008 Bonuses, 2009 Base Salaries and Stock-Based Awards 
 On February 3, 2009, the Compensation Committee of the Board of Directors (the
“Committee”) of Volcano Corporation (the “Company”) approved cash bonuses to be paid to the “named executive officers” (as defined under applicable securities laws) of the Company for performance in the year ended
December 31, 2008 and their respective annual base salaries for 2009, effective January 1, 2009. In addition, on February 3, 2009, as part of the Company’s annual equity compensation grant process, the Committee approved the
grant of restricted stock unit awards (“RSUs”) and stock options to the Company’s named executive officers under the Company’s 2005 Equity Compensation Plan, as amended (the “Plan”). 
 The table below sets forth the cash bonuses and base salaries approved for each named executive officer of the Company, as well as the number of RSUs and the number of
shares subject to stock options granted to each such named executive officer on February 3, 2009, along with a brief description of the vesting provisions applicable to such RSUs and stock option grants. 
  

															
	 Named Executive Officer
	  	 Title
	  	2008
Bonus ($)	 	 	2009 Base
Salary ($)	 	 	Number
of RSUs(1)	  	Number of
Shares
Subject to Stock
Options(2)
	 R. Scott Huennekens
	  	President and Chief Executive Officer	  	$	440,000	 	 	$	412,000	 	 	45,000	  	80,000
	 John T. Dahldorf
	  	Chief Financial Officer and Secretary	  	 	120,000	 	 	 	273,000	 	 	24,500	  	42,500
	 Vincent J. Burgess
	  	Group President, Advanced Imaging Systems	  	 	90,000	 	 	 	273,000	 	 	22,500	  	35,000
	 Michel E. Lussier
	  	Managing Director of Volcano Europe	  	 	80,000	 	 	 	346,067	(3)	 	22,500	  	35,000
	 Jorge J. Quinoy
	  	Executive Vice President, U.S. Sales	  	 	—	(4)	 	 	300,000	 	 	80,000	  	30,000
	 John F. Sheridan
	  	Executive Vice President of Research and Development and Operations	  	 	85,000	 	 	 	252,000	 	 	22,500	  	35,000

  

	(1)	25% of the RSUs will vest, if at all, each year on the anniversary of the grant date, subject to the individual’s continued service through each such date, so that the award is
fully vested on the fourth anniversary of the grant date. 

  

	(2)	1/48th of the shares underlying such option shall vest in equal monthly installments over a period of four years commencing on the date of grant, subject to the individual’s
continued service through each such date. 

  

	(3)	Mr. Lussier’s salary reflects the conversion of his salary from Euros at the applicable exchange rate on February 3, 2009. 

  

	(4)	Mr. Quinoy was not eligible to receive a cash bonus for the year ended December 31, 2008; however, Mr. Quinoy earned $80,800 in sales commissions for the year ended
December 31, 2008, pursuant to his 2008 Sales Commissions Plan, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on April 21, 2008 and
incorporated herein by reference. 








 
The RSUs are evidenced by a Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (together, the “RSU Agreement”), which, together
with the Plan, set forth the terms and conditions of the RSUs. The stock options are evidenced by a Stock Option Agreement, which, together with the Plan, set forth the terms and conditions of the stock options. The exercise price of the stock
options is $13.69 per share, which is equal to the fair market value of the Company’s common stock on the date of grant, and have a term of seven years. 
 The foregoing is only a brief description of the material terms of the RSUs and the stock options granted to the named executive officers on February 3, 2009, does not purport to be complete and is qualified in its entirety by
reference to the Plan, the forms of RSU Agreement under the Plan and the form of Stock Option Agreement under the Plan. A copy of the Plan was previously filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed with the
SEC on August 29, 2007. A copy of the forms of RSU Agreement under the Plan was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 4, 2008, and a copy of the form of Stock Option
Agreement under the Plan was previously filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A, as amended, filed with the SEC on May 5, 2006. 
 Chief Financial Officer Relocation Package 
 On February 3, 2009, in connection with the anticipated relocation
of John T. Dahldorf, the Company’s Chief Financial Officer, to be in closer proximity to the Company’s principal executive offices in San Diego, California, the Committee approved the payment to Mr. Dahldorf of the following potential
expenses: 
  

	 	•	 	 closing costs incurred upon the sale of Mr. Dahldorf’s current residence; 


  

	 	•	 	 closing costs incurred upon the purchase of a residence in the San Diego area; 


  

	 	•	 	 moving expenses of household goods; 


  

	 	•	 	 rental expenses for temporary storage of household goods for up to six months; 


  

	 	•	 	 travel expenses for up to three trips for Mr. Dahldorf and his immediate family to identify a potential residence in the San Diego area;



  

	 	•	 	 rental and related costs for temporary housing in San Diego for up to six months; and 


  

	 	•	 	 transportation costs for Mr. Dahldorf and his immediate family to San Diego. 


 In addition, in connection with the sale of Mr. Dahldorf’s current residence, the Company agreed to pay to Mr. Dahldorf an amount, not to exceed $122,000, to the extent the sales price of his current
residence is below the original purchase price (in addition to payment of the balance of his mortgage to the extent that the sales price of the residence is less than the outstanding mortgage amount). Further, in the event Mr. Dahldorf is
unable to sell his residence within six months of the initial listing, the Company would agree to purchase the home from Mr. Dahldorf at his original purchase price. 
 The Committee further authorized the Company to “gross up” the foregoing payments to the extent Mr. Dahldorf would incur any additional tax liability in connection with such payments.