**EXHIBIT 10.3a****EXHIBIT A****VOLCANO CORPORATION****GRANTEE RESTRICTION AGREEMENT**     THIS GRANTEE RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as ofbetween VOLCANO CORPORATION, a Delaware corporation (the “Company”), and (“Grantee”).**RECITALS****:**     WHEREAS, Grantee owns as of the date hereof an option (the “Option”) granted by the Company topurchase all or any part of an aggregate of ( ) shares (the “Shares”) of the Common Stockof the Company at a price of ($ ) per Share. The term “Shares” refers to all sharesacquired or which could be acquired pursuant to such Option and to all securities received inaddition thereto or in replacement thereof, pursuant to or in consequence of any stock dividend,stock split, recapitalization, merger, reorganization, exchange of shares or other similar event.     THE PARTIES AGREE AS FOLLOWS:     1.     **Company’s Right to Repurchase Upon Termination of Employment**.          1.1     **Repurchase Right****.**The Shares shall be subject to a right (but not obligation) ofrepurchase in favor of the Company (the “Right of Repurchase”). If the Grantee ceases to beemployed by or provide services to the Company or an affiliate for any reason whatsoever (the“Employment Termination”) before the Right of Repurchase expires in accordance with Schedule 1hereto, the Company may purchase Shares subject to the Right of Repurchase at a purchase price pershare equal to the purchase price per share paid by the Grantee for the Shares (exclusive of anytaxes paid upon acquisition of the stock). The Grantee may not dispose of or transfer any Shareswhile such Shares are subject to the Right of Repurchase and any such attempted transfer shall benull and void. The Company’s rights under this Section 1.1 shall be freely assignable, in whole orin part.          1.2     **Repurchase Procedure****.**The Company’s Right of Repurchase shall terminate if notexercised by written notice from the Company to the Grantee within ninety (90) days from the dateon which the Company learns of the Employment Termination. If the Company exercises its Right ofRepurchase, the Grantee shall promptly endorse and deliver to the Company the stock certificatesrepresenting the Shares being repurchased, and the Company shall then pay promptly (but in no eventlater than ninety (90) days after the date of Employment Termination), pursuant to the provisionsof Section 1.3 of this Agreement, the total repurchase price to the Grantee.          1.3     **Repurchase Payment****.**If, at the time of repurchase, any notes are outstandingwhich represent any portion of the total purchase price for Shares being so
 

 
repurchased, the repurchase price shall be paid first by cancellation of any obligation foraccrued but unpaid interest under such notes, next by cancellation of principal under such notes,and finally by payment of cash or check.          1.4     **Binding Effect****.**The Company’s Right of Repurchase shall inure to the benefit ofthe successors and assigns of the Company and shall be binding upon any representative, executor,administrator, heir, or legatee of the Grantee.     2.     **Company’s Right of First Refusal Respecting Shares****.**          2.1     **Right of First Refusal****.**Subject to Section 2.5, in the event that the Granteeproposes to sell, pledge, or otherwise transfer any Shares, the Company shall have a right of firstrefusal (the “Right of First Refusal”) with respect to such Shares. Grantee shall give a writtennotice (the “Transfer Notice”) to the Company describing fully any proposed transfer of Shares,including the number of Shares proposed to be transferred, the proposed transfer price, and thename and address of the proposed transferee. The Transfer Notice shall be signed both by theGrantee and by the proposed transferee. The Company shall have the right to purchase all, but notless than all, of the Shares subject to the Transfer Notice at a price per share equal to the lowerof (i) the proposed per share transfer price, or (ii) the fair market value of a share of CommonStock of the Company, as most recently determined by the Board of Directors of the Company (the“Board”) prior to delivery of the Transfer Notice, by delivery of a notice of exercise of theCompany’s Right of First Refusal within thirty (30) days after the date the Transfer Notice isdelivered to the Company. The Company’s rights under this Section 2.1 shall be freely assignable,in whole or in part.          2.2     **Transfer of Shares****.**If the Company fails to exercise the Right of First Refusalwithin thirty (30) days from the date the Transfer Notice is delivered to the Company, the Granteemay, not later than ninety (90) days following delivery to the Company of the Transfer Notice,conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditionsdescribed in the Transfer Notice. Any proposed transfer on terms and conditions different fromthose described in the Transfer Notice, as well as any subsequent proposed transfer by the Grantee,shall again be subject to the Right of First Refusal and shall require compliance by the Granteewith the procedure described in Section 2.1 of this Agreement. If the Company exercises the Rightof First Refusal, the parties shall consummate the sale of Shares on the terms set forth in theTransfer Notice; provided, however, in the event the Transfer Notice provides for payment for theShares other than in cash, the Company shall have the option of paying for the Shares by thediscounted cash equivalent of the consideration described in the Transfer Notice.          2.3     **Binding Effect of Right of First Refusal****.**The Company’s Right of First Refusalshall inure to the benefit of the successors and assigns of the Company and shall be binding uponany transferee of Shares other than a transferee acquiring Shares in a transaction where theCompany failed to exercise the Right of First Refusal (a “Free Transferee”) or a transferee of aFree Transferee.          2.4     **Termination of the Company’s Right of First Refusal****.**Notwithstanding anything inthis Section 2, the Company shall have no Right of First Refusal, and Grantee shall have noobligation to comply with the procedures in Sections 2.1 through 2.3 after the earlier of (i) theCompany’s initial registered public offering of Common Stock to the public generally, or (ii) thedate ten (10) years after the date of this Agreement.
 

 
     2.5 **Limitations to Rights****.**Without regard and not subject to the provisions ofSection 2.1;          (a)     The Grantee may sell or otherwise assign Shares to any or all of his ancestors,descendants, spouse, or members of his immediate family, or to a custodian, trustee (including atrustee of a voting trust), executor, or other fiduciary for the account of his ancestors,descendants, spouse, or members of his immediate family, provided that each such transferee orassignee, prior to the completion of the sale, transfer, or assignment, shall have executeddocuments assuming the obligations of the Grantee under this Agreement with respect to thetransferred securities.          (b)     To the extent permitted by the Company, the Grantee may sell or transfer Shares in thefirst firmly underwritten public offering of securities of the Company registered under theSecurities Act of 1933, as amended.     3.     **Involuntary Transfers****.**Subject to the provisions of Section 1 above, in the event,at any time after the date of this Agreement, of any transfer by operation of law or otherinvoluntary transfer (excluding upon death but including upon divorce or as a result of bankruptcy,attachment, levy execution, sequestration or garnishment) of all or any portion of the Shares bythe record holder thereof, the Company shall have a right (but not an obligation) to acquire all orany of the Shares, and any such transferee shall be subject to and bound by the terms of thisSection 3. Upon any such transfer, the transferee thereof shall immediately notify the Company inwriting of such transfer. The right of the Company under this Section 3 to acquire any or all ofthe Shares so transferred shall terminate ninety (90) days following receipt of such notice fromthe transferee. If the Company elects to exercise such right as to any or all of the Shares, theCompany shall notify the transferee in writing thereof within such ninety (90) day period,specifying therein the number of Shares to be so acquired (and, if less than all of the Shares sotransferred, the specific Shares to be so acquired), accompanied by payment, in cash or by check,for the Shares being so acquired. The purchase price to be paid by the Company for the Shares tobe so acquired shall be the sum of the fair market value per share thereof as of such date, asdetermined in good faith by the Board (which determination shall be final, binding and conclusiveon the Company and the transferee). Upon receipt of the foregoing, the transferee shall promptlyendorse and deliver to the Company the stock certificates representing the Shares being acquired bythe Company pursuant hereto. The Company’s rights under this Section 3 shall be freely assignable,in whole or in part.     4.     **Stock Certificate Restrictive Legends****.**Stock certificates evidencing Shares maybear such restrictive legends as the Company and the Company’s counsel deem necessary or advisableunder applicable law or pursuant to this Agreement, including, without limitation, the followinglegends:   “THE SECURITIES REPRESENTED HEREBY MAY BE SUBJECT TO A RIGHT OFREPURCHASE BY THE COMPANY, PURSUANT TO THE PROVISIONS OF ANAGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER OF SUCHSECURITIES RELATING TO SUCH SECURITIES.”    “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RIGHT OF FIRSTREFUSAL BY THE COMPANY PURSUANT TO THE PROVISIONS OF ANAGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER OF SUCHSECURITIES RELATING TO SUCH SECURITIES, AND MAY NOT BE SOLD OROTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCHAGREEMENT.” 
 

 
     5.     **Tax Matters**. With respect to the exercise of an Option for unvested Shares, anelection shall be filed by the Grantee with the Internal Revenue Service, within thirty (30) daysof the purchase of the Shares, electing pursuant to Section 83(b) of the Internal Revenue Code (the“Code”) to be taxed currently on any difference between the purchase price of the Shares and theirfair market value on the date of purchase. In the case of a Nonqualified Stock Option, this willresult in a recognition of taxable income to the Grantee on the date of exercise, measured by theexcess, if any, of the fair market value of the Shares, at the time the Option is exercised overthe purchase price for the Shares. Absent such an election, taxable income will be measured andrecognized by Grantee at the time or times on which the Company’s Right of Repurchase lapses.Grantee is strongly encouraged to seek the advice of his or her own tax consultants in connectionwith the purchase of the Shares and the filing of the Election under Section 83(b) of the Code. Aform of Election under Section 83(b) is attached hereto as Exhibit A for reference.Grantee acknowledges that it is Grantee’s sole responsibility and not the Company’s to file timelythe election under Section 83(b), even if Grantee requests the Company or its representative tomake this filing on Grantee’s behalf.     6.      **Binding Effect****.**Subject to the limitations set forth in this Agreement, thisAgreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs,legal representatives, successors, and assigns of the parties hereto.     7.      **Damages****.**Grantee shall be liable to the Company for all costs and damages,including incidental and consequential damages, resulting from a disposition of Shares which is notin conformity with the provisions of this Agreement.     8.      **Governing Law and Forum Selection****.**This Agreement shall be governed by andconstrued in accordance with the laws of the State of California applicable to contracts enteredinto and wholly to be performed within the State of California by California residents.     9.      **Notices****.**All notices and other communications under this Agreement shall be inwriting. Unless and until Grantee is notified in writing to the contrary, all notices,communications and documents directed to the Company and related to the Agreement, if not deliveredby hand, shall be mailed, addressed as follows:                    VOLCANO CORPORATION