exv10w6







Exhibit 10.6




AMENDED AND RESTATED VNUS SEVERANCE PLAN 

FOR MANAGEMENT AND KEY EMPLOYEES




     The Board of Directors of VNUS Medical Technologies, Inc., a Delaware corporation (the “Company”)
has determined that it is in the best interests of the Company and its stockholders to secure the
continued services, dedication and objectivity of certain officers and employees of the Company
without concern as to whether such officers or employees might be hindered or distracted by
personal uncertainties and risks in connection with a Change of Control. To encourage the full
attention and dedication to the Company by such officers and employees, the Board of Directors of
the Company has authorized the Company to adopt this Amended and Restated VNUS Severance Plan (the
“Plan”).



     1. Definitions. As used in this Plan, the following terms shall have the respective
meanings set forth below:



          (a) “Administrator” means the person designated by the Board as the administrator of this
Plan.




          (b) “Base Salary” means the Participant’s annual rate of base salary in effect immediately
prior to the Effective Date.




          (c) “Board” means the Board of Directors of the Company.




          (d) “Bonus” means the Participant’s target bonus opportunity determined immediately prior to
the Effective Date under the Company’s annual bonus plan.




          (e) “Cause” means (1) the willful and deliberate failure by a Participant to perform his or
her duties and responsibilities (other than as a result of incapacity due to physical or mental
illness) which is not remedied in a reasonable period of time after receipt of written notice from
the Company specifying such failure, (2) willful misconduct by a Participant which is demonstrably
injurious to the business or reputation of the Company, or (3) a Participant’s conviction of, or
plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude. The
Company must notify such Participant that it believes “Cause” has occurred within ninety (90) days
of its knowledge of the event or condition constituting Cause or such event or condition shall not
constitute Cause hereunder.




          (f) “Change of Control” means the occurrence of any one of the following events:





          (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the



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Exchange Act), directly or indirectly of
securities of the Company representing 50% or more of the combined voting power of the
Company’s then outstanding securities; or




          (ii) during any period of two consecutive years (not including any period prior to the
execution of this Agreement) individuals who at the beginning of such period constitute the
Board and any new director whose election by the Board or
nomination for election by the Company’s shareholders was approved by a vote of at
least two-thirds (2/3) of the directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a
majority thereof; or




          (iii) the consummation of a merger, consolidation, statutory share exchange or similar
form of corporate transaction involving the Company or any of its subsidiaries that
requires the approval of the Company’s stockholders, whether for such transaction or the
issuance of securities in the transaction (a “Reorganization”), or sale or other
disposition of all or substantially all of the Company’s assets to an entity that is not
wholly owned by the Company (a “Sale”), unless immediately following such Reorganization or
Sale, more than 50% of the total voting power (in respect of the election of directors, or
similar officials in the case of an entity other than a corporation) of either (x) the
surviving corporation or entity resulting from such Reorganization or the entity which has
acquired all or substantially all of the assets of the Company (in either case, the
“Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or
indirectly has beneficial ownership of 50% or more of the total voting power (in respect of
the election of directors, or similar officials in the case of an entity other than a
corporation) of the Surviving Entity (the “Parent Entity”), is represented by Company
voting securities that were outstanding immediately prior to such Reorganization or Sale
(or, if applicable, is represented by shares into which such Company voting securities were
converted pursuant to such Reorganization or Sale), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of such Company voting
securities among the holders thereof immediately prior to the Reorganization or Sale, or
the stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company.



          (g) “Company” means VNUS Medical Technologies, Inc., a Delaware corporation and any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by operation of law, or otherwise.




          (h) “Date of Termination” means the date on which a Participant’s employment with the Company
terminates.




          (i) “Effective Date” means the date on which a Change in Control occurs.




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          (j) “Good Reason” means the occurrence of any of the following without the Participant’s
express written consent: (1) any reduction in a
Participant’s annual rate of base salary in effect immediately prior to the Effective Date, as
such may be increased thereafter, (2) the termination or material reduction of the levels of
pension and welfare benefits that were provided to a Participant immediately prior to the Effective
Date, as such may be increased thereafter, (3) the requirement by the Company that the Participant
have his principal location of work changed to any location that is in excess of 25 miles from its
location on the Effective Date, or (4) with respect to Participants that are employees of the
Company at the vice president level and above, removal of duties customarily assigned to an
employee with such Participant’s title, or a substantial adverse alteration in the nature or status
of such Participant’s duties; provided, however, that a significant reduction in job responsibility
and/or authority shall not be deemed to have occurred simply by virtue of a Change of Control, the
fact that the Company becomes a subsidiary of another entity or the Company’s status changing from
publicly-traded to privately-held, as a result of the Change in Control.




          (k) “Participant” means the CEO, vice presidents, directors and managers of the Company, other
than those persons whose most recent performance evaluation is below standard.




          (l) “Plan” means this VNUS Severance Plan as set forth herein and as amended from time to
time.




          (m) “Qualifying Termination” means the termination of a Participant’s employment by the
Company other than for Cause or by a Participant for Good Reason, which termination occurs during a
Termination Period.




          (n) “Separation Benefit” means the benefit payable in accordance with Section 2(a)(1) of this
Plan.




          (o) “Service” means a Participant’s service with the Company.




          (p) “Termination Period” means, with respect to the occurrence of a Change of Control, the
period of time beginning with the Effective Date and ending on the two-year anniversary of the
Effective Date.




     2. Payments Upon Termination of Employment.



          (a) If, during a Termination Period, the employment of a Participant who was a Participant at
the Effective Date for such Termination Period is terminated by reason of a Qualifying Termination,
such Participant shall be entitled to receive:





          (i) (A) if such termination occurs on or before the one year anniversary of the
Effective Date, a lump sum payment equal to the percent of his or her Base Salary and Bonus
shown in column A below, or (B) if such termination occurs on a date following the one year
anniversary of the Effective Date but prior to the two year anniversary of the Effective
Date, a lump sum



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payment equal to the percent of his or her Base Salary and Bonus shown in
column B below;




          (ii) continued coverage under any and all life, medical, dental, vision and disability
insurance in which such Participant was participating immediately prior to the Effective
Date. Such benefits will continue (A) if such termination occurs on or before the one year
anniversary of the Effective Date, for the number of months shown in column A below
following the
Termination Date or (B) if such termination occurs after the one year anniversary of
the Effective Date but prior to the two year anniversary of the Effective Date, for the
number of months shown in column B below following the Termination Date; provided, however,
that upon the Participant’s acceptance of comparable employment, such continued coverage
under plans and programs of the Company shall be secondary to the benefits available, if
any, from the benefit plans provided by the Participant’s new employer; and




          (iii) full vesting and immediate exercisability of any outstanding stock options or
restricted stock units held by the Participant.




          (iv) immediate lapsing of all repurchase rights relative to shares held by the
Participant.



	 	 	 	 	 
	 	 	A	 	B
	 	 	Qualifying Termination	 	Qualifying Termination
	 	 	Within first year of	 	Between 1 and 2 years
	 	 	Change of Control	 	after Change of Control
	CEO & vice presidents

	 	100% of Base Salary & Bonus
	 	67% of Base Salary &
Bonus
	 

	 	12 months of benefits
	 	8 months of benefits
	Directors

	 	50% of Base Salary & Bonus
	 	33% of Base Salary &
Bonus
	 

	 	6 months of benefits
	 	4 months of benefits
	Managers

	 	33% of Base Salary & Bonus
	 	25% of Base Salary &
Bonus
	 

	 	4 months of benefits
	 	3 months of benefits






          (b) Lump sum payments of amounts due a Participant pursuant to this Section 2 shall be payable
within ten (10) working days following the Participant’s Date of Termination. The benefits
described in this Section 2 shall be payable in addition to, and not in lieu of, all other accrued,
vested or deferred compensation, rights, options or other benefits which may be owed to a
Participant following termination of employment, including but not limited to accrued sick pay and
vacation pay, amounts or benefits payable under any bonus or other compensation plan, stock option
plan, stock ownership plan, stock purchase plan, life insurance plan, health plan, disability plan
or similar or successor plan; provided, however, that any Separation Benefit a Participant is
entitled to hereunder shall be reduced by the amount of any cash payments in the nature of
separation allowance, severance pay, or “notice” pay which the Company is



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required to pay such
Participant upon termination of employment pursuant to any applicable law or other severance
program or arrangement. For this purpose, unemployment compensation benefits shall not reduce the
Separation Benefit hereunder.




          (c) Notwithstanding anything contained in this Plan to the contrary, to the maximum extent
permitted by applicable law, amounts payable to a Participant pursuant to Section 2 shall be made
in reliance upon Treas. Reg. Section 1.409A-
1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals).
For this purpose each installment or monthly payment to which Participant is entitled under Section
2 shall be considered a separate and distinct payment. In addition, (i) no amount deemed deferred
compensation subject to Section 409A of the Code and Treasury Regulations and guidance thereunder
(“Section 409A”) shall be payable pursuant to Section 2 unless the Participant’s termination of
employment constitutes a “separation from service” within the meaning of Treas. Reg. Section
1.409A-1(h) and (ii) if the Participant is deemed at the time of his or her separation from service
to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the
extent delayed commencement of any portion of the termination benefits to which Participant is
entitled under this Plan is required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, such portion of the Participant’s termination benefits shall not be
provided to the Participant prior to the earlier of (A) the expiration of the six-month period
measured from the date of the Participant’s “separation from service” with the Company (as such
term is defined in the Treasury Regulations issued under Section 409A) or (B) the date of the
Participant’s death. Upon the earlier of such dates, all payments deferred pursuant to this
Section 2(c) shall be paid in a lump sum to the Participant, and any remaining payments due under
this Plan shall be paid as otherwise provided herein. The determination of whether the Participant
is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of
his or her separation from service shall be made by the Company in accordance with the terms of
Section 409A (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor
provision thereto). The reimbursement of any expense under Section 2 and Section 5 herein shall be
made no later than December 31 of the year following the year in which the expense was incurred.
The amount of expenses reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year.




     3. Confidentiality. The benefits provided in Section 2 are expressly conditioned upon
Participant’s agreement not to, directly or indirectly, for a period of one (1) year after his or
her Date of Termination, disclose or utilize any trade secrets or confidential information of the
Company, and the provision of such benefits shall immediately cease in the event of the
Participant’s violation of the provisions of this Section 3.



     4. Withholding Taxes. The Company may withhold from all payments due hereunder all
taxes which, by applicable federal, state, local or other law, it is required to withhold
therefrom.



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     5. Reimbursement of Expenses and Settlement of Disputes. If any contest or dispute
shall arise under this Plan involving termination of a Participant’s employment or involving the
failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company
shall reimburse such Participant, on a current basis, for all reasonable legal fees and expenses,
if any, reasonably incurred by such in connection with such contest or dispute (to the extent the
Participant prevails in such contest or dispute), provided, that, if it is determined by a court or
by arbitration that such Participant did not enter into the contest or dispute in good faith, such
Participant shall be obligated to return to the Company such reimbursed fees and expenses. All
disputes hereunder shall be settled exclusively by arbitration in the State of California in
accordance with the rules of the American Arbitration Association then in effect. Judgment may be
entered on the arbitration award in any court having jurisdiction. The Company shall bear all
costs and expenses in connection with the retention of the arbitration panel for any
proceeding.



     6. Termination or Amendment of Plan.



          (a) Subject to paragraph (b) below, this Plan shall be in effect as of May 3, 2001.




          (b) The Board shall have the right at any time prior to a Change of Control, in its sole
discretion, to terminate or amend the Plan, which right includes, but is not limited to, the right
to add any person to the Plan as a Participant or to remove any Person from the Plan as a
Participant. In no event shall this Plan be terminated or amended following a Change of Control in
any manner which would adversely affect the rights or potential rights of a Participant (or his or
her dependents) under this Plan with respect to such Change of Control.




     7. Successors.



          (a) This Plan shall not be terminated by any merger, consolidation, share exchange or similar
event involving the Company whereby the Company is or is not the surviving or resulting entity. In
the event of any merger, consolidation, share exchange or similar event, the provisions of this
Plan shall be binding upon the surviving or resulting corporation or the person or entity to which
the Company’s assets are transferred.




          (b) Concurrently with any merger, consolidation, share exchange or sale, lease or transfer of
all or substantially all of its assets, the Company will cause any successor or transferee
unconditionally to assume all of the obligations of the Company hereunder.




          (c) This Plan shall inure to the benefit of and be enforceable by each Participant’s personal
or legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If a Participant shall die while any amounts are payable to such Participant hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of
this Plan to such Participant’s surviving spouse or, if none, to such Participant’s estate.



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     8. No Mitigation, Offset. The obligation of the Company to provide a Participant with
the benefits specified in Section 2 and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against such Participant or others. In no event shall a Participant be
obligated to seek other employment or take other action by way of mitigation of the amounts payable
to such Participant under any of the provisions of this Plan and such amounts shall not be reduced
whether or not such Participant obtains other employment, except as provided in Section 2(a)(ii) of
this Plan.



     9. Governing Law; Law Validity. The interpretation, construction and performance of
this Plan, unless preempted by the Standard Participant Retirement Income Security Act of 1974, as
amended (“ERISA”), shall be governed by and construed and enforced in accordance with the laws of
the State of California without regard to the principle of conflicts of laws. The invalidity or
unenforceability of any provision of this Plan shall not affect the validity or enforceability of
any other provision of this Plan, which other provisions shall remain in full force and effect.



     10. Administration. The Plan shall be administered by the Administrator. Consistent
with the requirements of ERISA and the regulations of the Department of Labor, the Administrator
shall provide adequate written notice to any Participant covered by the Plan whose claim for a
Separation Benefit or other benefits
hereunder has been denied, setting forth specific reasons for such denial, written in a manner
calculated to be understood by such Participant and affording such Participant a full and fair
review of the decision denying the claim.



     11. Miscellaneous.



          (a) The Company shall not be required to fund or otherwise segregate assets to be used for the
payment of any benefits under the Plan. The Company shall make such payments only out of its
general corporate funds, and therefore its obligation to make such payments shall be subject to any
claims of its other creditors having priority as to its assets.




          (b) This Plan does not constitute a contract of employment or impose on the Company any
obligation to retain a Participant as an officer or employee (as the case may be), to retain a
Participant as a Participant (prior to a Change in Control), not to change the status of a
Participant’s employment, or not to change the policies of the Company regarding termination of
employment.




          (c) No rights of any Participant (or beneficiary) to payments of any amounts under the Plan
shall be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of
other than by will or by the laws of descent and distribution.




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          (d) Unless the Company specifically provides otherwise, any benefits payable under this Plan
shall not be taken into account for purposes of determining benefits payable to a Participant under
any other benefit plan or program.




          (e) The Company’s obligations hereunder shall be subject to all applicable laws, and the
Separation Benefit and other benefits payable hereunder may be adjusted to comply with any such
laws.




     IN WITNESS WHEREOF, the foregoing VNUS Severance Plan has been duly adopted by the Board of
Directors of the Company in 2001, and amended and restated as of the 7th of November 2005, and
amended and restated as of the 20th of October 2008.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Brian E. Farley, Chief Executive Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Cindee Van Vleck, Interim Secretary & 	 
	 	 	Senior Director of Human Resources 	 



October 20, 2008